<PAGE> 1
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
POLICY MANAGEMENT SYSTEMS, INC.
Name Changed To Policy Management Systems Corporation
8/28/81
(File This Form in
Duplicate Originals)
(Sect. 33-7-30 of 1976 Code)
(INSTRUCTIONS ON PAGE 4)
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/ John T. Campbell
Fee Paid $45 ($13 ) Secretary of State
R.N. 5382
Date: 7/18/80 Filed July 18, 1980
1. The name of the proposed corporation is POLICY MANAGEMENT SYSTEMS,
INC.
2. The initial registered office of the corporation is 1501 Lady
Street located in the city of Columbia county of Richland and the
State of South Carolina and the name of its initial registered
agent at such address is J. Smith Harrison.
3. The period of duration of the corporation shall be perpetual.
4. The corporation is authorized to issue shares of stock as follows:
Authorized No.
Class of Shares of Each Share Par Value
Common 1,000 $10.00
________________ ______________ ____________
________________ ______________ ____________
________________ ______________ ____________
________________ ______________ ____________
________________ ______________ ____________
<PAGE> 2
If shares are divided into two or more classes or if any class of
shares is divided into series within a class, the relative rights,
preferences, and limitations of the shares of each class, and of
each series within a class, are as follows:
No exceptions
5. Total authorized capital stock 1,000 shares at $10.00 par value.
Please see instructions on Page 4.
6. It is represented that the corporation will not begin business
until there has been paid into the corporation the minimum
consideration for the issue of shares, which is $1,000.00 of which
at least $500.00 is in cash.
7. The number of directors constituting the initial board of directors
of the corporation is One (1) and the names and addresses of the
persons who are to serve as directors until the first annual
meeting of shareholders or until their successors be elected and
qualify are:
J. Smith Harrison 1501 Lady Street, Columbia, S.C. 29201
(Name) (Address)
(Name) (Address)
(Name) (Address)
(Name) (Address)
8. The general nature of the business for which the corporation is
organized is (it is not necessary to set forth in the purposes
powers enumerated in Section (33-3-10 of 1976 Code).
The nature of the business and the objects and purposes to be
transacted, promoted, or carried on by the Corporation are to
engage in any lawful act or activity for which any corporation may
be organized under South Carolina law; including, but not limited
to the development, manufacture, licensing, distribution, service,
sale, purchase, resale, and financing of computer software systems
and computer hardware, including supplies, materials, parts, and
equipment pertinent thereto.
9. Provisions which the incorporators elect to include in the articles
of incorporation are as follows:
A. Pre-emptive rights - No shareholder or other person shall have
any pre-emptive right whatsoever.
<PAGE> 3
B. By-Laws - The initial By-Laws shall be adopted by the Board of
Directors. The Board of Directors has the power to alter,
amend, or repeal the By-Laws or adopt new By-Laws, subject to
repeal or change by action of the shareholders.
C. Indemnification - The Corporation shall indemnify those persons
permitted to be indemnified by South Carolina Code 33-13-180
(1976), as amended, and may insure such persons to the extent
permitted by such statute.
(CONTINUED ON BACK)
10. The name and address of each incorporator is:
Name Street & Box No. City County State
Seibels, Bruce 1501 Lady Street, Columbia, Richland, South Carolina
& Company
SEIBELS, BRUCE & COMPANY
BY: /s/ J. Smith Harrison
(Signature of Incorporator)
Date: July 18, 1980 J. Smith Harrison, Executive Vice President
(Type or Print Name)
BY: /s/ Sterling E. Beale
(Signature of Incorporator)
Sterling E. Beale, Senior Vice President
(Type or Print Name)
BY:
(Signature of Incorporator)
(Type or Print Name)
<PAGE> 4
STATE OF SOUTH CAROLINA
OFFICE OF THE SECRETARY OF STATE
JOHN T. CAMPBELL
INSTRUCTIONS FOR PREPARING ARTICLES OF INCORPORATION
No. 1 Name - must NOT be similar to an existing corporation. The
name must also contain the word CORPORATION, INCORPORATION,
LIMITED or the abbreviation of one of these.
No. 2 Must have a complete street address (A POST OFFICE BOX IS NOT
ACCEPTABLE) and it may be the address of the corporation of
one of its officers.
The agent may be an officer or employee of the corporation or
it may be an attorney.
No. 3 Self explanatory.
No. 4 Class of shares - must be common and may include some
preferred.
Authorized shares - is the number of shares which the
corporation may issue.
Par value - will be the value of each share to be sold.
No. 5 Authorized capital - is equal to number of shares times par
value as shown by No. 4.
No. 6 Self explanatory.
No. 7 Name and complete address (street or box number) for the
initial board of directors.
The number of directors shall consist of at least three except
if shareholders are less than three - then you have one (1)
director for each shareholder.
No. 8 Must briefly state the SPECIFIC purposes for which the
corporation is organized.
No. 9 Usually not used.
No. 10 Must have name and address (street or box number) of EACH
incorporator (may be one or more incorporators).
No. 10 - Page 2. Each incorporator must sign.
<PAGE> 5
No. 10 - Page 3. Verification must be completed and signed by EACH
incorporator.
No. 11 Certificate of attorney - must be signed by an attorney
LICENSED to practice in the STATE OF SOUTH CAROLINA.
FEES - Authorized capital NOT exceeding $100,000, fee is $45.
Authorized capital exceeding $100,000, fee is $45 PLUS $.40
for each $1,000 exceeding $100,000. MAXIMUM FEE IS $1,005.
When no par stock is used, a $10 par is assumed for the basis
of computing the filing fee.
NOTE -- These articles are filed in duplicate and must be accompanied
by the first report of corporation and check of $10, MADE
PAYABLE TO THE S.C. TAX COMMISSION.
NAME AVAILABILITY SHOULD BE CLEARED IN WRITING. CLEARANCE BY TELEPHONE
IS NOT RECOMMENDED AS IT IS NOT OFFICIAL.
ITEM 9 (CONTINUED)
D. Amendment of Articles of Incorporation - Except as otherwise
provided by statute or by these Articles of Incorporation, these
Articles may be altered, amended or repealed at any meeting of
the shareholders by the affirmative vote of the holders of
sixty-six and two-thirds percent (66 2/3%) of each class of
shares of the Corporation entitled to vote thereon.
<PAGE> 6
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
The undersigned J. Smith Harrison and Sterling E. Beale, Officers
of Seibels, Bruce & Company, do hereby certify that they are the
incorporators of Policy Management Systems, Inc. Corporation and are
authorized to execute this verification; that each of the undersigned
for himself does hereby further certify that he has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and
belief.
SEIBELS, BRUCE & COMPANY
BY: /s/ J. Smith Harrison
(Signature of Incorporator)
BY: /s/ Sterling E. Beale
(Signature of Incorporator)
__________________________________
(Signature of Incorporator)
(Each Incorporator Must Sign)
CERTIFICATE OF ATTORNEY
11. I, Robert H. Uehling, an attorney licensed to practice in the State
of South Carolina, certify that the corporation, to whose articles
of incorporation this certificate is attached, has complied with
the requirements of chapter [sic] 7 of Title 33 of the South
Carolina Code of 1976, relating to the organization of
corporations, and that in my opinion, the corporation is organized
for a lawful purpose.
Date: July 18, 1980 /s/ Robert H. Uehling
(Signature)
Robert H. Uehling
(Type or Print Name)
Address: 1501 Lady Street
Columbia, South Carolina 29201
<PAGE> 7
SCHEDULE OF FEES
(Payable at time of filing Articles
of [sic] With Secretary of State)
Fee for filing Articles ..........$
In addition to the above, $.40
for each $1,000.00 of the
aggregate value of shares which
the Corporation is authorized to
issue, but in no case less than
nor more than.....................
NOTE: THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE
ACCEPTED FOR FILING. THIS FORM MUST BE ACCOMPANIED BY THE FIRST
REPORT OF CORPORATIONS AND A CHECK IN THE AMOUNT OF $10 PAYABLE
TO THE SOUTH CAROLINA TAX COMMISSION.
Please see instructions on the reverse side.
<PAGE> 8
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
To The Articles of Incorporation of
Policy Management Systems, Inc.
(File This Form in Duplicate)
For Use By This Space For Use By
The Secretary of State Secretary of State
File No. D44681
Fee Paid $61.00
R.N. 21705
Date: 8/28/81
Pursuant to Authority of Section 33-15-10 the South Carolina Code
of 1976 as amended, the undersigned Corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the Corporation is Policy Management Systems, Inc.
2. The Registered Office of the Corporation is 1501 Lady Street in the
City of Columbia, County of Richland and the State of South
Carolina and the name of the Registered Agent at such address is J.
Smith Harrison.
(Complete item 3 or 4 whichever is relevant)
3. a. The following Amendment of the Articles of Incorporation was
adopted by the shareholders of the Corporation on August 27,
1981.
(Text of Amendment)
See Attachment #1
b. At the date of adoption of the Amendment, the total number of
all outstanding shares of the Corporation was ten (10). The
total of such shares entitled to vote, and the vote of such
shares was:
Total Number of Number of Shares Voted
Shares Entitled
To Vote For Against
10 10 0
<PAGE> 9
ATTACHMENT I
Question #3
1. Article 1: The name of the Corporation is Policy Management
Systems Corporation.
2. Article 3: The Corporation is authorized to issue shares of stock
as follows:
Common Stock 10,000,000 $.01 par value
Special Stock 5,000,000 $.01 par value
Common Stock represents an increase in the authorized Common Stock
from 1,000 shares at $10.00 par value to 10,000,000 shares at $.01 par
value.
Special Stock represents a new series of $.01 par value special
stock for which the Board of Directors shall have the right to
determine and fix the relative rights and preferences.
3. Article 5: Total Authorized Capital Stock, 15,000,000 shares at
$.01 par value.
4. Article 8: The nature of the business and the objects and
purposes to be transacted, promoted or carried on by
the Corporation shall include, but not be limited to
the development, manufacture, licensing, distribution,
service, sale, purchase, resale and financing of
Computer Software Systems including education
pertaining to such Systems, and Computer Hardware,
including supplies, materials, parts and equipment
thereto; and furthermore to engage in any lawful act
or activity for which any corporation may be organized
under South Carolina law.
5. Article 9 Article 9 of the original Articles of Incorporation
and including the Addendum of July 18, 1980, attached to
Addendum: the original Articles of Incorporation is repealed and
the new Addendum, dated August 28, 1981 and attached
hereto as Schedule 1 and incorporated herein by
reference, is approved as an integral part of this
Amendment.
<PAGE> 10
Question #5
Ten (10) shares of the previously authorized stock had been issued
by the Corporation. These shares shall be automatically converted into
5,800,000 shares of $.01 par value Common Stock of the Corporation for
the ten (10) shares of $10.00 par value stock outstanding. All
certificates of the $10.00 par value Common Stock of the Corporation
shall be called for cancellation.
Question #6
Stated capital is changed from $10,000 to $100,000.
<PAGE> 11
SCHEDULE I
ADDENDUM
a. Pre-emptive Rights. No shareholder or other person shall have any
pre-emptive right whatsoever.
b. By-Laws. The initial By-Laws shall be adopted by the board of
directors at the organizational meeting of the corporation. The board
of directors has the power to alter, amend, or repeal the By-Laws or
adopt new By-Laws by the affirmative vote of 2/3 of the directors then
in office. The shareholders shall also have the power to alter, amend,
or repeal the By-Laws or adopt new By-Laws by the affirmative vote of
the holders of sixty-six and two-thirds percent of each class of shares
entitled to vote thereon.
c. Indemnification; Insurance. The corporation shall indemnify those
persons permitted to be indemnified by S.C. Code (Section) 33-13-180 (1976), as
amended, and may insure such persons to the extent permitted by such
statute.
d. Number Classification and Election of Directors. The board of
directors shall be limited to a maximum of sixteen directors, with the
precise number thereof to be fixed as the board shall from time to time
resolve. The members of the board of directors need not be
shareholders nor need they be residents of any particular state.
Subject to the provisions of S.C. Code 33-13-50 (a), the directors
shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, each
consisting of an approximately equal number of directors, and each
director of the corporation shall hold office until his successor shall
be elected and shall qualify.
e. Retirement of Directors. Any member of the board of directors who
shall attain his seventieth birthday during his term shall retire from
the board on the last day of his term and shall be deemed to retire
from the board on such day. No person shall be elected to serve upon
the board of directors who has attained the age of seventy years.
f. Removal of Directors.
(A) Directors may be removed without cause by the affirmative vote
of the holders of a majority of the shares entitled to vote at
an election of directors, such vote being taken at a meeting of
the shareholders called for that purpose at which the holders
of eighty (80%) percent of the shares entitled to vote are
present in person or represented by proxy. No amendment,
alteration, change or repeal of this subparagraph (A) of
Article f. may be effected unless it is first approved by the
affirmative vote of holders of not less than eighty (80%)
percent of each class of shares of the company entitled to vote
thereon.
<PAGE> 12
(B) Directors may be removed for cause by (1) the affirmative vote
of the holders of a majority of the shares entitled to vote at
an election of directors, such vote being taken at a meeting of
the shareholders called for that purpose at which a quorum as
provided in Article h. is present, or (2) the affirmative vote
of the majority of the members of the board of directors at a
specially called meeting which shall consider ony [sic] removal
and replacement of such director. "Cause" shall be defined
under the terms of Section 33-13-70 (f) of the South Carolina
Code of Laws of 1976, as amended.
(C) The removal of directors as provided in subsections (A) and (B)
(1) immediately above shall in every case be subject to the
following provision: No director who has been elected by
cumulative voting may be removed if the votes cast against his
removal would be sufficient to elect him if then cumulatively
voted at an election of the entire board of directors, or, if
there be classes of directors, at an election of the class of
directors of which he is a part.
g. Amendment by Shareholders. Except as otherwise provided by statute
or by these Articles of Incorporation, these Articles may be altered,
amended or repealed at any meeting of the shareholders by the
affirmative vote of the holders of sixty-six and two-thirds percent of
each class of shares of the company entitled to vote thereon.
h. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum
at meetings of the shareholders for the transaction of business except
as otherwise provided by statute, by these Articles of Incorporation or
by the By-Laws. If a quorum is not present or represented at a meeting
of the shareholders, the shareholders entitled to vote, present in
person or represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At an adjourned
meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the meeting as
originally notified.
i. Majority Vote; Withdrawal of Quorum. When a quorum is present at
a meeting, the vote of the holders of a majority of the shares having
voting power, present in person or represented by proxy, shall decide
any question brought before the meeting, unless the question is one on
which, by express provision of the statutes, these Articles of
Incorporation, or the By-Laws, a higher vote is required in which case
the express provision shall govern. The shareholders present at a duly
constituted meeting may continue to transact business until
adjournment, despite the withdrawal of enough shareholders to leave
less than a quorum.
j. Method of Voting. Each outstanding share of common stock shall be
entitled to one vote in each matter submitted to a vote at a meeting of
<PAGE> 13
shareholders. Each outstanding share of other classes of stock, if
any, shall have such voting rights as may be prescribed by the board of
directors.
k. Business Combinations.
(A) For purposes of this Article k only, the following terms shall
have the following meanings unless the context otherwise
requires:
(1) "Company" shall mean Policy Management Systems
Corporation, South Carolina corporation.
(2) "equity security" means any stock or similar security; or
any security convertible, with or without consideration,
into such a security, or carrying any warrant to subscribe
to or purchase such a security; or any such warrant or
right.
(3) "group" means and includes persons, firms and corporations
acting in concert, whether or not as a formal group.
(4) "substantially all of the assets" means assets
representing at least thirty percent (30%) of the fair
market value of the net assets or at least twenty-five
percent (25%) of the fair market value of the gross assets
held by the person, firm or corporation immediately prior
to the proposed sale, lease or exchange.
(B) If any person, firm or corporation (hereinafter referred to in
this Article k as the "Corporation") or any person, firm or
corporation controlling the Corporation, controlled by the
Corporation or under common control with the Corporation, or
any group of which the Corporation or any of the foregoing
persons, firms or corporations are members, or any other group
controlling the Corporation, controlled by the Corporation, or
under common control with the Corporation, owns of record, or
owns beneficially, directly or indirectly, more than ten
percent (10%) of any class of equity security of the Company,
then any merger or consolidation of the Company with the
Corporation, or any sale, lease or exchange of substantially
all of the assets of the Company or the Corporation to the
other (any such merger, consolidation, sale, lease or exchange
being hereinafter referred to in this Article k as a "business
combination") may not be effected unless a meeting of the
shareholders of the Company is held to act thereon and the
proposed business combination is approved by the affirmative
vote of holders of not less than eighty percent (80%) of each
class of equity security of the Company entitled to vote
thereon.
(C) For the purpose of this Article k, any corporation, person or
entity will be deemed to be the beneficial owner of any equity
security of the Company:
<PAGE> 14
(1) which it owns directly, whether or not of record, or
(2) which it has the right to acquire pursuant to any
agreement or arrangement or understanding or upon
exercising of conversion rights, exchange rights, warrants
or options or otherwise, or
(3) which are beneficially owned, directly or indirectly
(including shares deemed to be owned through application
of clause (2) above), by any 'affiliate' or 'associate' as
those terms as defined in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934
as in effect on July 1, 1978, or
(4) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of
clause (2) above) by any other corporation, person or
entity with which it or any of its 'affiliates' or
'associates' has any agreement or arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of equity security of the Company.
For purposes only of determining whether a corporation, person
or other entity owns beneficially, directly or indirectly, 10%
or more of the outstanding equity securities of the Company,
the outstanding equity securities of the Company will be deemed
to include any equity securities that may be issuable pursuant
to any agreement, arrangement or understanding or upon exercise
of conversion rights, exchange rights, warrants, options or
otherwise which are deemed to be beneficially owned by such
corporation, person or other entity pursuant to the foregoing
provisions of this Paragraph (C).
(D) No amendment, alteration, change or repeal of any provision of
this Article k may be effected unless first approved by the
affirmative vote of holders of not less than eighty percent
(80%) of each class of equity security of the Company entitled
to vote thereon.
(E) Anything herein to the contrary notwithstanding, the provisions
of Paragraphs (B) and (D) of this Article k requiring an eighty
percent (80%) shareholder vote shall not apply in the event at
a meeting duly called and held three-fourths (3/4) of all of
the members of the Board of Directors shall have voted in favor
of the proposed business combination or proposed amendment,
alteration, change or repeal of this Article k, and in such
event, the requisite shareholder approval, if any, shall be as
otherwise provided in these Articles, the by-laws of the
Company or by applicable law.
August 27, 1981
<PAGE> 15
Action of the Sole Shareholder
of Policy Management Systems, Inc.
Taken by Unanimous Written Consent
In Lieu of A Meeting
The undersigned, being the sole shareholders of Policy Management
Systems, Inc., does hereby consent to the adoption of, and does
adopt, the following resolutions, which action shall have the same
force and effect as if taken by unanimous affirmative vote at a
special meeting of the Shareholders of the Corporation duly called
and held, and direct that this written consent of such action be
filed with the minutes of the proceedings of the Shareholders of the
Corporation.
RESOLVED, that the Articles of Amendment attached
to the minutes of this meeting are hereby approved
by the unanimous vote of the Shareholders of the
Corporation, and the President and Secretary of the
Corporation are hereby authorized to execute and
file said Articles of Amendment.
RESOLVED, that the amended and restated By-Laws of
the Corporation attached to the minutes of this
meeting are hereby approved and adopted by the
unanimous vote of the Shareholders of the
Corporation.
RESOLVED, that Sterling E. Beale is hereby declared
elected as a director of the Corporation for a term
of office running until the next annual meeting of
the Shareholders of the Corporation, and until his
successor has been elected or appointed and has
qualified, or until his earlier resignation,
removal from office, or death, to serve as Director
pursuant to the By-Laws.
WITNESS the consent of the Sole Shareholders of the Corporation, this
28th day of August, 1981.
SEIBELS, BRUCE & COMPANY
BY: /s/ Roy L. Faulks
Roy L. Faulks,
Executive Vice President
ATTEST: /s/ J. Smith Harrison
Secretary
<PAGE> 16
ARTICLES OF AMENDMENT (Continued)
c. At the date of adoption of the Amendment, the number of
outstanding shares of each class entitled to vote as a class on
the Amendment, and the vote of such shares, was: (if
inapplicable, insert "none")
Number of Shares Number of Shares Voted
Class Entitled to Vote For Against
NONE
4. a. Prior to the organizational meeting the Corporation and with
the consent of the subscribers, the following Amendment was
adopted by the Incorporator(s) on ______________.
(Text of Amendment)
Not Applicable
b. The number of withdrawals of subscribers, if such be the case
is N/A .
c. The number of Incorporators are N/A and the number voting
for the Amendment was ______ and the number voting against the
Amendment was ________.
5. The manner, if not set forth in the Amendment, in which any
exchange, reclassification, or cancellation or issued shares
provided for in the Amendment shall be effected, is as follows: (if
not applicable, insert "no change")
See Attachment #1
6. The manner in which the Amendment effects a change in the amount of
stated capital, and amount of stated capital, expressed in dollars,
as changed by the Amendment, is as follows: (if not applicable,
insert "no change")
See Attachment #1
Date: August 28, 1981 Policy Management Systems
Corporation
(Name of Corporation)
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham, Secretary
<PAGE> 17
Note: Any person signing this
form, shall either opposite ____________________________
or beneath his signature,
clearly and legibly state his
name and the capacity in which ____________________________
he signs. Must be signed in
accordance with Section (1.4)
Act of 1962 (12-11.4). ____________________________
Supplement Code 1962.
STATE OF South Carolina )
) ss:
COUNTY OF Richland )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby
certify that they are the duly elected and acting President and
Secretary respectively, of Policy Man. Sys. Corp. and are authorized to
execute this document; that each of the undersigned for himself does
hereby further certify that he signed and was so authorized, has read
the foregoing document, understands the meaning and purport of the
statements therein contained and the same are true to the best of his
information and belief.
Dated at Columbia, SC, this 28th day of August, 1981
/s/ G. Larry Wilson
G. Larry Wilson
/s/ Robert L. Gresham
Robert L. Gresham
SCHEDULE OF FEES
(Payable at time of filing application
with Secretary of State)
Filing Fee $ 5.00
Taxes 40.00
Total Fee $45.00
Note: If The Amendment effects an
increase in capital stock, in
lieu of the above, the filing
fees will be as follows:
Fee for filing application ............. $ 5.00
In addition to the above. $.40 for
each $1,000.00 of the total increase
in the aggregate value of authorized
shares, but in no case less than 40.00
nor more than 1,000.00
<PAGE> 18
D44681 /s/ John T. Campbell
$45 Secretary of State
8213
12/07/82 Filed: Dec. 7, 1982
STATE OF SOUTH CAROLINA )
) STATEMENT OF REDEMPTION OF SHARES
COUNTY OF RICHLAND )
Pursuant to Authority of Section 33-9-200 of the South Carolina Code of
1976 as amended, the following Statement of Redemption of Shares is
filed on behalf of POLICY MANAGEMENT SYSTEMS CORPORATION by G. Larry
Wilson, President and Robert L. Gresham, Secretary:
1. The name of the Corporation is POLICY MANAGEMENT SYSTEMS
CORPORATION and its principal place of business is 1321 Lady Street
(Post Office Box Ten), Columbia, South Carolina 29201.
2. The corporation has redeemed four hundred thousand (400,000) shares
of common stock.
3. The aggregate number of inssued [sic] shares in the corporation is
seven million five hundred thousand (7,500,000) shares of common
stock.
4. The amount of stated capital of the corporation after giving effect
to such redemption is seventy-five thousand and 00/00 ($75,000.00)
dollars.
5. The redeemed shares have been restored to the status of authorized
but unissued shares.
December 6, 1982 POLICY MANAGEMENT SYSTEMS
CORPORATION
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham, Secretary
<PAGE> 19
STATE OF SOUTH CAROLINA )
)
COUNTY OF RICHLAND )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby
certify that they are the duly elected and acting President and
Secretary, respectively, of Policy Management Systems Corporation and
are authorized to execute this document; that each of the undersigned
for himself does hereby further certify the [sic] that he signed and
was so authorized, has read the foregoing document, understands the
meaning and purport of the statements therein contained and the same
are true to the best of his information and belief.
Dated at Columbia, South Carolina, this 6th day of December, 1982.
December 6, 1982
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham, Secretary
<PAGE> 20
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
To The Articles of Incorporation of
Policy Management Systems Corporation
(File This Form in Duplicate)
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/ John T. Campbell
Fee Paid $97.00 Secretary of State
R.N. 20648
Date: 9-20-83 Filed: Sep. 20, 1983
Pursuant to Authority of Section 33-15-10 the South Carolina Code
of 1976 as amended, the undersigned Corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the Corporation is Policy Management Systems
Corporation.
2. The Registered Office of the Corporation is 1501 Lady Street in the
City of Columbia, County of Richland and the State of South
Carolina and the name of the Registered Agent at such address is J.
Smith Harrison.
(Complete item 3 of 4 whichever is relevant)
3. a. The following Amendment of the Articles of Incorporation was
adopted by the shareholders of the Corporation on September 14,
1983
(Text of Amendment)
Article 3: The period of duration of the corporation shall be
perpetual.
Article 4: The Corporation is authorized to issue shares of
stock as follows:
Authorized No. Par
Class of Shares of each class Value
Common Stock 33,000,000 $.01
Special Stock 5,000,000 $.01
<PAGE> 21
Article 5: Total authorized capital stock 38,000,000 shares at
$.01 par value.
b. At the date of adoption of the Amendment, the total number of
all outstanding shares of the Corporation was 8,102,300. The
total of such shares entitled to vote, and the vote of such
shares was:
Total Number of Shares Number of Shares Voted
Entitled to Vote For Against
8,102,300 5,819,437 2,713
c. At the date of adoption of the Amendment, the number of
outstanding shares of each class entitled to vote as a class on
the Amendment, and the vote of such shares, was: (if
inapplicable, insert "none")
Number of Shares Number of Shares Voted
Class Entitled to Vote For Against
Common Stock 8,102,300 5,819,437 2,713
4. a. Prior to the organizational meeting [sic] the Corporation and
with the consent of the subscribers, the following Amendment
was adopted by the Incorporator(s) on __________________
(Text of Amendment)
Not applicable
b. The number of withdrawals of subscribers, if such be the case
is ___________
c. The number of Incorporators are _______ and the number voting
for the Amendment was _______ and the number voting against the
Amendment was _______
5. The manner, if not set forth in the Amendment, in which any
exchange, reclassification, or cancellation or issued shares
provided for in the Amendment shall be effected, is as follows: (if
not applicable, insert "no change")
No Change
<PAGE> 22
6. The manner in which the Amendment effects a change in the amount of
stated capital, and amount of stated capital, expressed in dollars,
as changed by the Amendment, is as follows: (if not applicable,
insert "no change")
Stated capital is changed from $100,000.00 to $330,000.00.
Date: September 14, 1983 Policy Management Systems Corporation
(Name of Corporation)
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham,
Sr. Vice President & Secretary
Note: Any person signing this
form, shall either ____________________________________
opposite or beneath his (Name and Title)
signature, clearly and
legibly state his name
and the capacity in ____________________________________
which he signs. Must (Name and Title)
be signed in accordance
with Section 33-1-40 of ___________________________________
the 1976 Code, as amended. (Name and Title)
STATE OF South Carolina )
) ss:
COUNTY OF Richland )
The undersigned G. Larry Wilson and Robert L. Gresham do hereby
certify that they are the duly elected and acting President and
Secretary respectively, of Policy Management Systems Corporation and
are authorized to execute this document; that each of the undersigned
for himself does hereby further certify that he signed and was so
authorized, has read the foregoing document, understands the meaning
and purport of the statements therein contained and the same are true
to the best of his information and belief.
Dated at Columbia, S.C. this 14th day of September, 1983.
/s/ G. Larry Wilson
G. Larry Wilson
/s/ Robert L. Gresham
Robert L. Gresham
<PAGE> 23
SCHEDULE OF FEES
(Payable at time of filing application
with Secretary of State)
Filing Fee $ 5.00
Taxes 40.00
Total Fee $45.00
Note: If The Amendment effects an
increase in capital stock, in
lieu of the above, the filing
fees will be as follows:
Fee for filing application ............. $ 5.00
In addition to the above, $.40 for
each $1,000.00 of the total increase
in the aggregate value of authorized
shares, but in no case less than 40.00
nor more than 1,000.00
<PAGE> 24
JOINT PLAN OF MERGER AND AGREEMENT OF MERGER
BETWEEN
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
MUTUAL DATA, INC.
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
D44681 /s/ John T. Campbell
$45.00 Secretary of State
R.N. 1496
7/11/84 Filed: July 10, 1984
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC")
is a South Carolina corporation with its principle place of business in
Columbia, South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1)
33,000,000 shares of Common Stock of the par value of $.005 each of
which 16,216,000 shares are issued and outstanding; 174,000 additional
shares are reserved for the grant and exercise of options, and
16,610,000 shares are authorized, but unissued and (2) 5,000,000 shares
of Special Stock of a par value of $.01 each, all of which is [sic]
authorized, but unissued; and
WHEREAS, MUTUAL DATA, INC. (hereinafter "MDI") is a Massachusetts
corporation having its principal place of business in Boston,
Massachusetts; and
WHEREAS, the authorized capital stock of MDI consists of 20,000
shares of common stock with no par value of which shares 12,948 are
outstanding and are all owned legally and beneficially by PMSC, 552
shares are held in the treasury, and 6,500 shares are authorized, but
unissued.
WHEREAS, the Boards of Directors of PMSC and MDI, respectively,
deem it desirable and in the best interests of the corporations and
their shareholders that the properties, businesses, assets and
liabilities of both corporations be combined into one (1) surviving
corporation which shall be PMSC;
<PAGE> 25
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth for the purpose of prescribing the
terms and conditions of such merger in accordance with the applicable
laws of the State of South Carolina and the Commonwealth of
Massachusetts, the parties hereto covenant and agree as follows:
1. MERGER. At the close of business on July 16, 1984 at which time
all of the following events shall have happened, viz.,
(a) This Agreement shall have been adopted and approved by the
Board of Directors of PMSC in accordance with the requirements
of Section 33-17-50 of the South Carolina Business Corporation
Act, as amended, and that fact shall have been certified by the
Secretary of PMSC under its corporate seal; and
(b) This Agreement shall have been adopted and approved by the Sole
Shareholder and Board of Directors of MDI in accordance with
the laws of the Commonwealth of Massachusetts, and that fact
shall have been certified by the Clerk of MDI under its
corporate seal; and
(c) The Articles of Merger, executed and verified shall be filed,
in accordance with the requirements of Section 33-1-60 of the
South Carolina Business Corporation Act, as amended; thereupon,
MDI shall be deemed to have merged with and into PMSC which
shall survive the merger. Such date shall be herein referred
to as the "effective date of merger."
2. TERMS AND CONDITIONS: the terms and conditions of the merger and
the mode of carrying it into effect are as follows:
(a) The corporate identity, existence, purposes, powers,
franchises, rights and immunities of PMSC (the "Surviving
Corporation") shall continue unaffected and unimpaired by the
merger, and the corporate identify, existence, purposes,
powers, franchises, rights and immunities of MDI as provided in
Section 33-17-60 of the South Carolina Business Corporation
Act, as amended, shall be merged into PMSC and PMSC shall be
fully vested therewith. The separate corporate existence of
MDI, except insofar as the same may be continued by statute,
shall cease upon the effective date of the merger whereupon
PMSC and MDI shall become a single corporation.
(b) The Articles of Incorporation and the Bylaws, each as
heretofore amended, of PMSC shall remain in effect unaltered as
the Articles of Incorporation of the Surviving Corporation.
Such Articles of Incorporation, as amended, separate and apart
from this Joint Plan of Merger and Agreement of Merger, shall
be, and may be separately certified as the Articles of
Incorporation of PMSC after the effective date of Merger.
<PAGE> 26
(c) The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided
herein, shall be the directors and officers of the Surviving
Corporation.
(d) The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations in
extinguishment of or in substitution of their shares shall be
as follows:
(i) The merger shall effect no change in any of the shares of
PMSC stock and none of its shares shall be converted as a
result of the merger.
(ii) Each share of MDI stock issued and outstanding as of hte
[sic] effective date of merger shall, by virtue of the
merger, be canceled, and be of no further force and
effect.
(e) MDI will use its best efforts to procure from the respective
lessors in all leases in which MDI is the Lessee, and the other
party or parties to all contracts or rights to which MDI is a
party, such appropriate consents in writing to the succession
of PMSC to the interests of MDI in such leases, contracts and
rights as PMSC shall have requested.
(f) Upon the effective date of the merger, all rights, privileges,
powers, franchises, and interests of MDI, both of a public and
private nature, all of its property, real, personal, and mixed,
all debts due on whatever account, and every other interest of
MDI shall be deemed transferred to and shall vest in PMSC
without further act or deed as effectually as they were
theretofore vested in MDI, and all claims, demands, property,
and every other interest shall be as effectively the property
of PMSC as they were of MDI. All rights of creditors and liens
upon the property of MDI shall be preserved unimpaired, and all
debts, liabilities, restrictions and duties of MDI shall attach
to PMSC and may be enforced against it to the same extent as if
they had been incurred or contracted by it.
(g) If at any time PMSC shall consider or be advised that any
further deeds, assignments, or other instruments or any other
things are necessary or advisable to vest, perfect, or confer,
of record or otherwise, in PMSC the title to any property or
rights of MDI acquired or to be acquired by reason of the
merger, MDI and its officers and directors shall execute and
deliver all such deeds, assignments, and other instruments and
do all things necessary to vest, perfect, or confirm title to
such property or rights in PMSC or otherwise to carry out the
terms of this agreement, and the officers and directors of PMSC
are fully authorized in the name of MDI or otherwise to take
any and all such action.
<PAGE> 27
(h) PMSC consents to be sued and served with process in the
Commonwealth of Massachusetts or in such other jurisdictions as
may be applicable in any proceeding for the enforcement of any
obligation of MDI, or any obligation hereafter incurred by
PMSC, and appoints the Secretary of State of the Commonwealth
of Massachusetts as its agent to accept service of process in
any such proceeding in the Commonwealth of Massachusetts.
(i) Notwithstanding any of the provisions of this Agreement, the
Directors of PMSC, at any time prior to the effective date of
merger herein contemplated, for any reason they may deem
sufficient and proper, shall have the power and authority to
abandon and refrain from making effective the contemplated
merger set forth herein, in which case this Plan and Agreement
shall thereby be canceled and become null and void.
(j) No term or provision of this Joint Plan of Merger and Agreement
of Merger shall be construed so as to limit, restrict of
diminish or otherwise to operate in derogation of, any of the
terms or provisions of the South Carolina Business Corporation
Act, as amended, governing or otherwise affecting the merger of
MDI into PMSC as contemplated herein.
IN WITNESS WHEREOF the parties to this Agreement have caused their
respective corporate seals to be hereunto affixed and these presents to
be signed by their respective Presidents, all as of this 10th day of
July, 1984.
PMSC MDI
POLICY MANAGEMENT SYSTEMS MUTUAL DATA, INC.
CORPORATION
BY: /s/ G. Larry Wilson BY: /s/ Rudolph J. Laporte
(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
G. Larry Wilson, President Rudolph J. Laporte, President
ATTEST as to PMSC: ATTEST as to MDI:
/s/ Robert L. Gresham /s/ Robert L. Gresham
Robert L. Gresham, Secretary Robert L. Gresham, Clerk
[Corporate Seal] [Corporate Seal]
<PAGE> 28
Certificate of G. Larry Wilson
The undersigned, G. Larry Wilson, hereby certifies that:
(1) He has read and understands the meaning and purport of the
statements contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized
so to sign; and
(4) The foregoing document has duly adopted by the Board of Directors
of Policy Management Systems Corporation and upon the date of such
adoption Policy Management Systems Corporation owned 100% percent
of the outstanding shares of stock of Mutual Data, Inc.
/s/ G. Larry Wilson
G. Larry Wilson
President of Policy Management
Systems Corporation
<PAGE> 29
Certificate of Rudolph J. Laporte
The undersigned, Rudolph J. Laporte, hereby certifies that:
(1) He has read and understands the meaning and purport of the
statements contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized
so to sign.
/s/ Rudolph J. Laporte
Rudolph J. Laporte
President of Mutual Data, Inc.
<PAGE> 30
Certificate of Robert L. Gresham
The undersigned, Robert L. Gresham, hereby certifies that:
(1) He has read and understands the meaning and purport of the
statements contained in the foregoing document;
(2) Such statements are true; and
(3) He signed the document in the capacity indicated and is authorized
so to sign; and
(4) The foregoing document has been duly adopted by the Board of
Directors of Policy Management Systems Corporation and upon the
date of such adoption Policy Management Systems Corporation owned
100% percent of the outstanding shares of stock of Mutual Data,
Inc.
/s/ Robert L. Gresham
Robert L. Gresham
Secretary of Policy Management
Systems Corporation
Clerk of Mutual Data, Inc.
<PAGE> 31
NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED
AGENT OR BOTH
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
(File This Form in Duplicate)
Filing Fee $5.00
For Use By This Space For Use By
The Secretary of State The Secretary of State
File No. D44681 /s/
Fee Paid Secretary of State
C.B.
Date: Filed Sep. 18, 1986
CHS 01/02 4973
86-013884/86-013884 16.50:20 012
09-18-86 AMT: $5.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-5-10 of the 1976 Code, the undersigned
Corporation which is.
(A) A domestic corporation incorporated in South Carolina on July 18,
1980; or
(B) A foreign corporation incorporated in _____________________ on
______________, and authorized to do business in South Carolina on
______________ whose registered or principal office in the
jurisdiction of its incorporation is ______________ in the City of
__________________ and the State of _____________________.
now gives notice of the change of its registered office or its
registered agent or both, and submits the following statement:
(1) The name of the Corporation is Policy Management Systems
Corporation.
(2) The address of the present registered office is 1501 Lady Street,
Columbia, S.C.
(3) The address to which its registered office is to be changed is One
PMS Center, Blythewood, South Carolina 29016.
(4) The name of the present registered agent is J. Smith Harrison.
<PAGE> 32
(5) The name of the successor registered agent is Robert L. Gresham.
(6) The address of the registered office and the address of the
business office of the registered agent, as changed, will be
identical.
(7) State whether such change was authorized by action of the Board of
Directors:
Yes
Policy Management Systems Corporation
(Name of Corporation)
BY: /s/ G. Larry Wilson
G. Larry Wilson
President
(Title)
BY: /s/ Van E. Edwards, III
Van E. Edwards, III
September 15, 1986 Assistant Secretary
(Date) (Title)
<PAGE> 33
ARTICLES OF MERGER
MERGING
UNDERWRITING SERVICES OF AMERICA CORPORATION
AND
GENERAL INFORMATION SERVICES, INC.
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
Secretary of State
Filed: Dec. 30, 1986
JUL 01/02 4973
86-019398/86-019406 09:00:20 004
12-30-86 AMT: $45.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-17-50 of the South Carolina Business
Corporation Act, Policy Management Systems Corporation, a South
Carolina corporation (sometimes hereinafter the "Parent" or the
"Surviving Corporation") which owns one-hundred percent (100%) of the
outstanding shares of each class of Underwriting Services of America
Corporation, a South Carolina corporation, and one-hundred percent
(100%) of the outstanding shares of each class of General Information
Services, Inc., a South Carolina corporation, (sometimes hereinafter
collectively the "Subsidiaries") adopts the following Articles of
Merger:
FIRST: the name of the undersigned corporation into which the
merger is effected is Policy Management Systems Corporation.
SECOND: the effective date of the merger is December 31, 1986.
THIRD: the Plan of Merger attached hereto (the "Plan") and
incorporated herein by this reference was duly adopted by the board of
directors of Policy Management Systems Corporation as of October 14,
1986, and Policy Management Systems Corporation, as owner of all the
issued shares of the Subsidiaries, thereafter waived the mailing of a
copy of the Plan.
FOURTH: as to the Subsidiaries in the merger, the number of shares
outstanding, the designation and number of outstanding shares of each
owned by the Parent are as follows:
<PAGE> 34
Number of Shares
Number of Owned by Policy
Name of Shares Management Systems
Corporation Outstanding Designation Corporation
Underwriting Services
of America Corporation 1,000 common 1,000
General Information
Services, Inc. 1,000 common 1,000
FIFTH: under the terms of the South Carolina Business Corporation
Act, shareholder approval is not required because the Parent owns one
hundred percent of the shares of the Subsidiaries before the merger.
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Merger to be executed in its name by its President and
Secretary, as of the 19 day of December, 1986.
POLICY MANAGEMENT SYSTEMS
CORPORATION
By: /s/ G. Larry Wilson
G. Larry Wilson, President
By: /s/ Robert L. Gresham
Robert L. Gresham, Secretary
<PAGE> 35
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
G. Larry Wilson, being the President, and Robert L. Gresham being
the Secretary, of Policy Management Company [sic], each being duly
sworn, deposes and says that he has read and understands the meaning
and purport of the statements in the foregoing "Articles of Merger",
that he has the authority to sign the document and that the statements
therein are true and correct or that he is informed or believes that
such statements are true.
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham, Secretary
Sworn to and subscribed before me this 19th day of December, A.D.
1986.
NOTARIAL SEAL /s/ Van E. Edwards, III
Notary Public
Commission Data: Expires: 8/25/95
<PAGE> 36
PLAN OF MERGER
AMONG
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
UNDERWRITING SERVICES OF AMERICA CORPORATION
AND
GENERAL INFORMATION SERVICES, INC.
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC")
is a South Carolina corporation with its principle place of business in
Blythewood, South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1)
33,000,000 shares of Common Stock of the par value of $.01 each of
which 16,282,087 shares are issued and outstanding; and 16,717,913
shares are authorized, but unissued and (2) 5,000,000 shares of Special
Stock of a par value of $.01 each, all of which is authorized, but
unissued, and
WHEREAS, UNDERWRITING SERVICES OF AMERICA CORPORATION (hereinafter
"USA") is a South Carolina corporation having its principal [sic] place
of business in Blythewood, South Carolina; and
WHEREAS, the authorized capital stock of USA consists of 1,000
shares of common stock with a par value of $1.00 of which 1,000 shares
are outstanding, and are all owned legally and beneficially by PMSC;
and
WHEREAS, GENERAL INFORMATION SERVICES, INC. (hereinafter "GIS") is
a South Carolina corporation having its principal [sic] place of
business in Blythewood, South Carolina; and
WHEREAS, the authorized capital stock of GIS consists of 1,000
shares of common stock with a par value of $1.00 of which shares 1,000
shares are outstanding and are all owned legally and beneficially by
PMSC;
<PAGE> 37
WHEREAS, the Board of Directors of PMSC deem it desirable and in
the best interests of the corporations and their shareholders that the
properties, businesses, assets and liabilities of PMSC, USA and GIS
corporations be combined into one (1) surviving corporation which shall
be PMSC:
WITNESSETH:
The following constitutes the terms and conditions of the merger of
USA and GIS with and into PMSC:
1. Merger
1.1 On the "effective date of merger" (as defined hereafter) USA
and GIS shall be merged with and into PMSC, with PMSC as the
surviving corporation, and the separate existence of USA and
GIS shall cease. The identity, existence, purpose, rights,
privileges, immunities and powers of PMSC shall continue
unaffected and unimpaired by the merger, except as otherwise
specifically set forth herein.
1.2 Effective date of merger: This Plan of Merger shall become
effective on 11:59 p.m. Eastern Standard Time on December 31,
1986.
2. TERMS AND CONDITIONS: The terms and conditions of the merger and
the mode of carrying it into effect are as follows:
2.1 The corporate identity, existence, purposes, powers,
franchises, rights and immunities of PMSC (the "Surviving
Corporation") shall continue unaffected and unimpaired by the
merger, and the corporate identity, existence, purposes,
powers, franchises, rights and immunities of USA and GIS shall
be merged into PMSC and PMSC shall be fully vested therewith,
as provided in the South Carolina Business Corporation Act, as
amended. The separate corporate existence of USA and GIS,
except insofar as the same may be continued by statute, shall
cease upon the effective date of the merger whereupon PMSC and
USA and GIS shall become a single corporation.
2.2 The Articles of Incorporation, as heretofore amended, of PMSC
shall remain in effect unaltered as the Articles of
Incorporation of the Surviving Corporation. Such Articles of
Incorporation, as amended, separate and apart from this Plan of
Merger, shall be, and may be separately certified as the
Articles of Incorporation of PMSC after the effective date of
merger.
2.3 The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided
herein, shall be the directors and officers of the Surviving
Corporation.
<PAGE> 38
2.4 The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations in
extinguishment of or in substitution of their shares shall be
as follows:
(i) The merger shall effect no change in any of the shares
of PMSC stock and none of its shares shall be converted
as a result of the merger.
(ii) Each share of USA and GIS stock issued and outstanding
as of the effective data of merger shall, by virtue of
the merger, be canceled, and be of no further force and
effect.
2.5 USA and GIS will use their best efforts to procure from the
respective lessors in all leases in which USA and GIS are the
Lessees, and the other party or parties to all contracts or
rights to which USA and GIS are parties, such appropriate
consents in writing to the succession of PMSC to the interests
of USA and GIS in such leases, contracts and rights as PMSC
shall have requested.
2.6 Upon the effective date of the merger, all rights, privileges,
powers, franchises, and interests of USA and GIS, both of a
public and private nature, all of its property, real, personal,
and mixed, all debts due on whatever account, and every other
interest of USA and GIS shall be deemed transferred to and
shall vest in PMSC without further act or deed as effectually
as they were theretofore vested in USA and GIS, and all claims,
demands, property, and every other interest shall be as
effectively the property of PMSC as they were of USA and GIS.
All rights of creditors and liens upon the property of USA and
GIS shall be preserved unimpaired, and all debts, liabilities,
restrictions and duties of USA and GIS shall attach to PMSC and
may be enforced against it to the same extent as if they had
been incurred or contracted by it.
2.7 If at any time PMSC shall consider or be advised that any
further deeds, assignments, or other instruments or any other
things are necessary or advisable to vest, perfect, or confer,
of record or otherwise, in PMSC the title to any property or
rights of USA and GIS acquired or to be acquired by reason of
the merger, USA and GIS and their officers and directors shall
execute and deliver all such deeds, assignments, and other
instruments and do all things necessary to vest, perfect, or
confirm title to such property or rights in PMSC or otherwise
to carry out the terms of this Plan of Merger, and the officers
and directors of PMSC are fully authorized in the name of USA
and GIS or otherwise to take any and all such action.
<PAGE> 39
2.8 Notwithstanding any of the provisions of this Plan of Merger,
the Directors of PMSC, at any time prior to the effective date
of merger herein contemplated, for any reason they may deem
sufficient and proper, shall have the power and authority to
abandon and refrain from making effective the contemplated
merger set forth herein, in which case this Plan of Merger
shall thereby be canceled and become null and void.
2.9 No term or provision of this Plan of Merger shall be construed
so as to limit, restrict or diminish or otherwise to operate in
derogation of any of the terms or provisions of the South
Carolina Business Corporation Act, as amended, governing or
otherwise affecting the merger of USA and GIS into PMSC as
contemplated herein.
<PAGE> 40
D44681 DEC 31 1986
ARTICLES OF MERGER
MERGING
PMS COMPUCLAIM SYSTEMS CORPORATION
AND
BUSINESS COMPUTER SYSTEMS CORPORATION
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
JUL 01/02 4973
81-000077/87-000077 10:06:20 004
01-02-87 AMT: $45.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to Section 33-17-50 of the South Carolina Business
Corporation Act, Policy Management Systems Corporation, a South
Carolina corporation (sometimes hereinafter the "Parent" or the
"Surviving Corporation") which owns one-hundred percent (100%) of the
outstanding shares of each class of PMS Compuclaim Systems Corporation,
a Texas corporation, and Business Computer Systems Corporation, a Texas
corporation (sometimes hereinafter the "Subsidiaries") adopts the
following Articles of Merger:
FIRST: the name of the undersigned corporation into which the
merger is effected is Policy Management Systems Corporation.
SECOND: the effective date of the merger is December 31, 1986.
THIRD: the Plan of Merger attached hereto (the "Plan") and
incorporated herein by this reference was duly adopted by the board of
directors of Policy Management Systems Corporation as of October 14,
1986, and Policy Management Systems Corporation, as owner of all the
issued shares of the Subsidiaries, thereafter waived the mailing of a
copy of the Plan.
FOURTH: as to the Subsidiaries in the merger, the number of shares
outstanding, the designation and number of outstanding shares of each
owned by the Parent are as follows:
<PAGE> 41
Number of Shares
Number of Owned by Policy
Name of Shares Management Systems
Corporation Outstanding Designation Corporation
PMS Compuclaim
Systems Corporation 1,000 common 1,000
Business Computer
Systems Corporation 11,248 common 11,248
FIFTH: under the terms of the South Carolina Business Corporation
Act, shareholder approval is not required because the Parent owns one
hundred percent of the shares of each Subsidiary before the merger.
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Merger to be executed in its name by its President and
Secretary, as of the 29 day of December, 1986.
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
G. Larry Wilson, President
BY: /s/ Robert L. Gresham
Robert L. Gresham, Secretary
<PAGE> 42
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
G. Larry Wilson, being the President, and Robert L. Gresham being
the Secretary, of Policy Management Systems Corporation, each being
duly sworn, deposes and says that he has read and understands the
meaning and purport of the statements in the foregoing "Articles of
Merger," that he has the authority to sign the document and that the
statements therein are true and correct or that he is informed or
believes that such statements are true.
/s/ G. Larry Wilson
G. Larry Wilson, President
/s/ Robert L. Gresham
Robert L. Gresham, Secretary
Sworn to and subscribed before me this 29 day of December, A.D.
1986.
NOTARIAL SEAL /s/ Van E. Edwards, III
Notary Public
Commission Data: 8/23/95
<PAGE> 43
PLAN OF MERGER
AMONG
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
PMS COMPUCLAIM CORPORATION
AND
BUSINESS COMPUTER SYSTEMS CORPORATION
WITH
POLICY MANAGEMENT SYSTEMS CORPORATION AS SURVIVING CORPORATION
WHEREAS, POLICY MANAGEMENT SYSTEMS CORPORATION (hereinafter "PMSC")
is a South Carolina corporation with its principle place of business in
Blythewood, South Carolina; and
WHEREAS, the authorized capital stock of PMSC consists of (1)
33,000,000 shares of Common Stock of the par value of $.01 each of
which 16,282,087 shares are issued and outstanding; and 16,717,913
shares are authorized, but unissued and (2) 5,000,000 shares of Special
Stock of a par value of $.01 each, all of which is authorized, but
unissued; and
WHEREAS, PMS COMPUCLAIM CORPORATION (hereinafter "COMPUCLAIM") is
a Texas corporation having its principal [sic] place of business in
Dallas, Texas; and
WHEREAS, the authorized capital stock of COMPUCLAIM consists of
100,000 shares of common stock with a par value of $1.00 of which 1,000
shares are outstanding and are all owned legally and beneficially by
PMSC, and 99,000 shares are authorized, but unissued; and
WHEREAS, BUSINESS COMPUTER SYSTEMS CORPORATION (hereinafter "BCS")
is a Texas corporation having its principal [sic] place of business in
Dallas, Texas; and
WHEREAS, the authorized capital stock of BCS consists of 30,000
shares of common stock with a par value of $1.00 of which shares 11,248
are outstanding and are all owned legally and beneficially by PMSC and
18,752 shares are authorized, but unissued; and
<PAGE> 44
WHEREAS, the Board of Directors of PMSC deem it desirable and in
the best interests of the corporations and their shareholders that the
properties, businesses, assets and liabilities of PMSC, COMPUCLAIM and
BCS corporations be combined into one (1) surviving corporation which
shall be PMSC;
WITNESSETH:
The following constitutes the terms and conditions of the merger of
COMPUCLAIM and BCS with and into PMSC:
1. Merger [sic]
1.1 On the "effective date of merger" (as defined hereinafter)
COMPUCLAIM and BCS shall be merged with and into PMSC, with
PMSC as the surviving corporation, and the separate existence
of COMPUCLAIM and BCS shall cease. The identity, existence,
purpose, rights, privileges, immunities and powers of PMSC
shall continue unaffected and unimpaired by the merger, except
as otherwise specifically set forth herein.
1.2 Effective date of merger: This Plan of Merger shall become
effective on December 31, 1986 at 11:59 P.M.
2. TERMS AND CONDITIONS: The terms and conditions of the merger and
the mode of carrying it into effect are as follows:
2.1 The corporate identity, existence, purposes, powers,
franchises, rights and immunities of PMSC (the "Surviving
Corporation") shall continue unaffected and unimpaired by the
merger, and the corporate identity, existence, purposes,
powers, franchises, rights and immunities of COMPUCLAIM and
BCS shall be merged into PMSC a South Carolina corporation
with its principle offices at One PMS Center, Blythewood,
South Carolina 29016 and PMSC shall be fully vested
therewith, as provided in the South Carolina Business
Corporation Act, as amended, and the Texas Business
Corporation Act, as amended. The separate corporate existence
of COMPUCLAIM and BCS, except insofar as the same may be
continued by statute, shall cease upon the effective date of
the merger whereupon PMSC and COMPUCLAIM and BCS shall become
a single corporation.
2.2 The Articles of Incorporation, as heretofore amended, of PMSC
shall remain in effect unaltered as the Articles of
Incorporation of the Surviving Corporation. Such Articles of
Incorporation, as amended, separate and apart from this Plan
of Merger, shall be, and may be separately certified as the
Articles of Incorporation of PMSC after the effective date of
merger.
<PAGE> 45
2.3 The duly qualified and acting directors and officers of PMSC
immediately prior to the effective date of merger, as provided
herein, shall be the directors and officers of the Surviving
Corporation.
2.4 The manner and basis of converting the shares of each of the
constituent corporations, and the manner and basis of making
distribution to shareholders of the constituent corporations
in extinguishment of or in substitution of their shares shall
be as follows:
(i) The merger shall effect no change in any of the shares
of PMSC stock and none of its shares shall be converted
as a result of the merger.
(ii) Each share of COMPUCLAIM and BCS stock issued and
outstanding as of the effective date of merger shall,
by virtue of the merger, be canceled, and be of no
further force and effect.
2.5 COMPUCLAIM and BCS will use their best efforts to procure from
the respective lessors in all leases in which COMPUCLAIM and
BCS are the Lessees, and the other party or parties to all
contracts to rights to which COMPUCLAIM and BCS are parties,
such appropriate consents in writing to the succession of PMSC
to the interests of COMPUCLAIM and BCS in such leases,
contracts and rights as PMSC shall have requested.
2.6 Upon the effective date of the merger, all rights, privileges,
powers, franchises, and interests of COMPUCLAIM and BCS, both
of a public and private nature, all of its property, real,
personal, and mixed, all debts due on whatever account, and
every other interest of COMPUCLAIM and BCS shall be deemed
transferred to and shall vest in PMSC without further act or
deed as effectually as they were theretofore vested in
COMPUCLAIM and BCS, and all claims, demands, property, and
every other interest shall be as effectively the property of
PMSC as they were of COMPUCLAIM and BCS. All rights of
creditors and liens upon the property of COMPUCLAIM and BCS
shall be preserved unimpaired, and all debts, liabilities,
restrictions and duties of COMPUCLAIM and BCS shall attach to
PMSC and may be enforced against it to the same extent as if
they had been incurred or contracted by it.
2.7 If at any time PMSC shall consider or be advised that any
further deeds, assignments, or other instruments or any other
things are necessary or advisable to vest, perfect, or confer,
of record or otherwise, in PMSC the title to any property or
rights of COMPUCLAIM and BCS acquired or to be acquired by
reason of the merger, COMPUCLAIM and BCS and their officers
and directors shall execute and deliver all such deeds,
assignments, and other instruments and do all things necessary
to vest, perfect, or confirm title to such property or rights
<PAGE> 46
in PMSC or otherwise to carry out this Plan of Merger, and the
officers and directors of PMSC are fully authorized in the
name of COMPUCLAIM and BCS or otherwise to take any and all
such action.
2.8 PMSC consents to be sued and served with process in Texas or
in such other jurisdiction as may be applicable in any
proceeding for the enforcement of any obligation of COMPUCLAIM
and/or BCS, or any obligation hereafter incurred by PMSC, and
appoints the Secretary of State of Texas as its agent to
accept service of process in any such proceeding in the State
of Texas.
2.9 Notwithstanding any of the provisions of this Plan of Merger,
the Directors of PMSC, at any time prior to the effective date
of merger herein contemplated, for any reason they may deem
sufficient and proper, shall have the power and authority to
abandon and refrain from making effective the contemplated
merger set forth herein, in which case this Plan of Merger
shall thereby be canceled and become null and void.
2.10 No term or provision of this Plan of Merger shall be construed
so as to limit, restrict or diminish or otherwise to operate
in derogation of any of the terms or provisions of the South
Carolina Business Corporation Act, as amended, and Texas
Business Corporation Act, as amended, governing or otherwise
affecting the merger of COMPUCLAIM and BCS into PMSC as
contemplated herein.
<PAGE> 47
Articles of Amendment
to the
Articles of Incorporation
of
Policy Management Systems Corporation
Pursuant to (Sections) 33-6-102 & 33-10-102 of the Business Corporation Act
of the State of South Carolina
D44681 /s/ John T. Campbell
Secretary of State
Filed: Aug. 23, 1989
WMJ 01/02 4973
89-012439/89-012439 16.18:20 004
06-24-89 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Policy Management Systems Corporation, a South Carolina corporation
(the "Corporation"), hereby certifies:
1. The name of the Corporation is Policy Management Systems
Corporation.
2. A. The Articles of Incorporation of the Corporation are
hereby amended by the addition of a provision stating the number,
designation, powers, relative, participating, optional and other
special rights of a series of Special Stock of the Corporation, as
fixed by the Board of Directors of the Corporation under authority
contained in the Corporation's Articles of Incorporation.
B. To effect the foregoing, the Articles of Incorporation are
amended by adding the following provisions to Article 4 thereof:
"There is hereby established a series of the Corporation's
authorized Special Stock, to be designated as the Series A Convertible
Special Stock, par value $.01 per share. The relative rights,
preferences and limitations of the Series A Convertible Special Stock,
insofar as not already fixed by any other provision of these Articles
of Incorporation shall, as fixed by the Board of Directors of the
Corporation in the exercise of authority conferred by these Articles of
Incorporation, and as permitted by (Sections) 33-6-102 & 33-10-102 of the South
Carolina Business Corporation Act, be as follows:
<PAGE> 48
(i) Designation and Number of Shares. The shares of such series
shall be designated as "Series A Convertible Special Stock" (the
"Series A Preferred Stock"). The par value of each share of the Series
A Preferred Stock shall be $.01. The number of shares initially
constituting the Series A Preferred Stock shall be 3,797,561; provided,
however, that the number of shares of Series A Preferred Stock may be
increased, by an amendment of this paragraph (i) approved by the Board
of Directors of the Corporation, if within the authority of the Board
of Directors of the Corporation under Article 4 of the Articles of
Incorporation, to such greater number of shares of Series A Preferred
Stock as are at any time issuable pursuant to the Series A Preferred
Stock Purchase Agreement, but may not otherwise be increased without
the affirmative vote of the holders of at least 66 2/3% of the
outstanding Series A Preferred Stock, voting as a separate class.
(ii) Dividends or Distributions.
(A) The holders of shares of the Series A Preferred Stock, in
preference to the holders of shares of any other series of
Preferred Stock or other class or series of capital stock,
including the Common Stock, par value $.01 per share (the "Common
Stock"), of the Corporation ranking junior to the Series A
Preferred Stock with respect to the payment of dividends, shall be
entitled to receive, when, as and if declared by the Board of
Directors, out of funds of the Corporation legally available
therefor, (1) cumulative cash dividends ("Regular Dividends") is an
amount equal to 3.5% of the then Liquidation Price of such shares,
payable in equal semi-annual payments on the fifteenth day of March
and September in each year (each such date being referred to herein
as a "Regular Dividend Payment Date"), commencing on March 15,
1990, less the amount of all cash dividends declared on shares of
the Series A Preferred Stock pursuant to the following clause (2)
since the immediately preceding Regular Dividend Payment Date or,
with respect to the first Regular Dividend Payment Date, since the
date of original issuance of the Series A Preferred Stock (the
"Issue Date") and (2) dividends payable in cash on the payment date
for each cash dividend declared on the shares of Common Stock in an
amount per share of Series A Preferred Stock equal to the number of
shares of Common Stock into which each share of Series A Preferred
is then convertible times the cash dividends then to be paid on
each share of Common Stock. Regular Dividends payable on the
Series A Preferred Stock shall only "accrue" and be payable on a
Regular Dividend Payment Date and shall not "accrue" during the
period between Regular Dividend Payment Dates; provided that
Regular Dividends payable on the first Regular Dividend Payment
Date shall be equal to (a) 3.5% of the then Liquidation Price,
multiplied by (b) the number of days that elapse between the Issue
Date and such first Regular Dividend Payment Date, divided by (c)
182.5.
(B) The Corporation shall pay a cash dividend on the Series
A Preferred Stock as provided in clause (2) of paragraph (ii)(A)
above immediately prior to or at the same time it pays a cash
<PAGE> 49
dividend on the shares of Common Stock. In addition, if the
Corporation shall pay any dividend or make any distribution on the
shares of Common Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions
solely in shares of Common Stock), then, in each such case, the
Corporation shall simultaneously pay or make on each outstanding
share of the Series A Preferred Stock a dividend or distribution in
like kind equal to the number of shares of Common Stock into which
each share of Series A Preferred Stock is then convertible times
such dividend or distribution on each share of Common Stock.
(C) Regular Dividends payable pursuant to paragraph (ii)(A)
above shall accrue and only be cumulative from the Regular Dividend
Payment Date of such dividends whether or not such Regular
Dividends have been declared and whether or not there are any funds
of the Corporation legally available for the payment of dividends.
Accrued but unpaid Regular Dividends shall not bear interest.
Regular Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such Regular Dividends at
the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for
determination of holders of shares of Series A Preferred Stock
entitled to receive a dividend or distribution declared thereon,
which record date shall be (1) in the case of any cash dividend on
the Series A Preferred Stock as provided in clause (2) of paragraph
(ii)(A) above, the same as the record date for any corresponding
dividend on the Common Stock and (2) in all other cases, no more
than 60 nor less than 10 days prior to the date fixed by the Board
of Directors for the payment thereof.
(iii) Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(A) Each holder of Series A Preferred Stock shall be entitled
to a number of votes equal to the number of shares of Common Stock
into which each share of the Series A Preferred Stock is then
convertible, for each share of the Series A Preferred Stock held of
record on each matter on which holders of the Common Stock or
shareholders generally are entitled to vote, multiplied by the
number of votes per share which the holders of the Common Stock or
shareholders generally then have with respect to such matter.
(B) Except as otherwise provided herein or by applicable law,
the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock shall vote together as one class for the
election of directors of the Corporation and on all other matters
submitted to a vote of shareholders of the Corporation.
(C) So long as the Purchaser shall beneficially own shares of
Series A Preferred Stock representing an aggregate of at least 10%
of the Outstanding Voting Power of the Corporation, in the sole
discretion of the holders of a majority of the outstanding shares
of Series A Preferred Stock, the number of directors constituting
<PAGE> 50
the Board of Directors of the Corporation shall be increased from
the number constituting the Board of Directors on the Issue Date by
one (if at such time such an increase shall not already be in
effect). In addition to voting together with the holders of Common
Stock for the election of other directors of the Corporation, the
holders of record of the Series A Preferred Stock, voting
separately as a class to the exclusion of the holders of Common
Stock, shall be entitled at any annual meeting of shareholders for
the election of directors (and at each subsequent annual meeting of
shareholders), to vote for the election of such additional
director, if any, of the Corporation, the holders of any Series A
Preferred Stock being entitled to cast one vote per share of the
Series A Preferred Stock and such director being elected by the
affirmative vote of the holders of a majority of the outstanding
shares of Series A Preferred Stock. In addition to any other vote
which may be required by the Articles of Incorporation, any
director who shall have been so elected pursuant to the next
preceding sentence may be removed without cause only by the
affirmative vote of the holders of the Series A Preferred Stock at
the time entitled to cast a majority of the votes entitled to be
cast for the election of any such director at a special meeting of
such holders called for that purpose, and any vacancy thereby
created may be filled by the vote of such holders. In the sole
discretion of the holders of a majority of the outstanding shares
of Series A Preferred Stock, the holders of the Series A Preferred
Stock shall be divested of the foregoing special voting rights,
subject to revesting at any time and from time to time in the sole
discretion of the holders of a majority of the outstanding shares
of Series A Preferred Stock. Upon the divestiture or termination
of the foregoing special voting rights, the term of office of any
person who may have been elected director pursuant to said special
voting rights shall forthwith terminate, and the number of
directors constituting the Board of Directors shall be reduced by
one. The voting rights granted by this subsection (C) shall be in
addition to any other voting rights granted to the holders of the
Series A Preferred Stock in this paragraph (iii).
(D) Except as provided herein or by applicable law, holders
of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein)
for authorizing or taking any corporate action (other than pursuant
to the Series A Preferred Stock Purchase Agreement).
(iv) Certain Restrictions.
(A) Whenever Regular Dividends payable on shares of Series A
Preferred Stock as required by paragraph (ii) are in arrears,
thereafter and until all accrued and unpaid Regular Dividends,
whether or not declared, on the outstanding shares of Series A
Preferred Stock shall have been declared and paid in full, the
Corporation shall not:
<PAGE> 51
(1) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock; or
(2) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock.
(B) The Corporation shall not permit any Subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could,
under subparagraph (A) of this paragraph (iv), purchase or
otherwise acquire such shares at such time and in such manner.
(v) Liquidation Rights. (A) Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, no
distribution shall be made to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution, or
winding up) to the Series A Preferred Stock unless, prior thereto, the
holders of Series A Preferred Stock shall have received an amount in
cash equal to the Liquidation Price per share.
(B) In the event the assets of the Corporation available for
distribution to the holders of shares of Series A Preferred Stock
upon liquidation, dissolution or winding up of the Corporation
shall be insufficient to pay in full all amounts to which such
holders shall be entitled pursuant to paragraph (v)(A), the entire
assets of the Corporation available for distribution to the holders
of the Series A Preferred Stock shall be distributed ratably among
them.
(C) Upon any such liquidation, dissolution or winding up of
the Corporation, after the holders of the Series A Preferred Stock
shall have been paid in full the amounts to which they shall be
entitled pursuant to paragraph (v)(A), the remaining assets of the
Corporation shall be distributed to the holders of any capital
stock, including the Common Stock, ranking junior (upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock.
(D) Written notice of such liquidation, dissolution or
winding up, stating a payment date, the amount of the payment and
the place where the amounts distributable shall be payable, shall
be mailed by overnight, certified or registered mail, return
receipt requested, no less than 20 days prior to the payment date
stated therein, to each holder of shares of Series A Preferred
Stock, at such holder's address as it appears on the transfer books
of the Corporation.
(vi) Certain Events. Neither the consolidation, merger or other
business combinations of the Corporation with or into any other Person
or Persons nor the sale of all or substantially all of the assets of
<PAGE> 52
the Corporation shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for purposes of paragraph (v).
(vii) Redemption; No Sinking Fund.
(A) The Corporation may, at any time after the third
anniversary of the Issue Date, redeem the Series A Preferred Stock,
in whole but not in part, at the Redemption Prices (expressed as a
percentage of the then Liquidation Price) per share of Series A
Preferred Stock set forth below:
If redeemed during the 12-month period beginning on the anniversary
of the Issue Date falling in:
Year Redemption Price
1992 106%
1993 105
1994 104
1995 103
1996 102
1997 101
1998 and thereafter 100
(B) If the Development and Marketing Agreement (as defined in
the Series A Preferred Stock Purchase Agreement) is terminated
pursuant to its terms either (i) by the Company for cause or (ii)
by the Purchaser for convenience, the Corporation may, at any time
prior to the third anniversary of the Issue Date, by giving notice
in accordance with paragraph (vii)(C) within 60 days after such
termination, redeem the Series A Preferred Stock, in whole but not
in part, at a Redemption Price per share of Series A Preferred
Stock equal to 107% of the then Liquidation Price of such shares.
(C) The Corporation shall notify each holder of Series A
Preferred Stock at least 60 days in advance of the proposed
Redemption Date and the Redemption Price; provided that, in the
event that the Purchaser shall, after receiving such notice, notify
the Company of the exercise of its registration rights under
Section 8 of the Series A Preferred Stock Purchase Agreement, the
Redemption Date shall be extended until the public offering of the
Purchaser's Series A Preferred Stock shall have been completed or
abandoned. The right to convert shares of Series A Preferred Stock
shall terminate on the Redemption Date, as the same may be extended
in accordance with the preceeding [sic] sentence.
(D) The Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.
(viii) Ranking. The Series A Preferred Stock shall rank prior to
any other equity securities of the Corporation, including the Common
Stock, with respect to the payment of dividends and the distribution of
<PAGE> 53
assets upon the liquidation, dissolution or winding up of the
Corporation.
(ix) Reacquired Shares. Any Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancelation become authorized but unissued
shares of Special Stock, without designation as to series until such
shares are once more designated as part of a particular series by
resolution of the Board of Directors.
(x) Amendment. None of the powers, preferences and relative,
participating, optional and other special rights of the Series A
Preferred Stock as provided herein shall be amended in any manner which
would alter or change the powers, preferences, rights or privileges of
the holders of Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least 66 2/3% of the
outstanding Series A Preferred Stock, voting as a separate class.
(xi) Conversion. Each share of Series A Preferred Stock may be
converted at any time at the option of the holder thereof, into shares
of Common Stock, on the terms and conditions set forth in this
paragraph (xi).
(A) Subject to the provisions for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall be convertible
in the manner hereinafter set forth into one fully paid and
nonassessable share of Common Stock.
(B) The number of shares of Common Stock into which each
share of Series A Preferred Stock is convertible shall be subject
to adjustment from time to time as follows:
(1) In case the Corporation shall at any time or from time
to time declare a dividend, or make a distribution, on the
outstanding shares of Common Stock in shares of Common Stock
or subdivide or reclassify the outstanding shares of Common
Stock into a greater number of shares or combine or reclassify
the outstanding shares of Common Stock into a smaller number
of shares of Common Stock, then, and in each such case, the
number of shares of Common Stock into which each share of
Series A Preferred Stock is convertible shall be adjusted so
that the holder of each share thereof shall be entitled to
receive, upon the conversion thereof, the number of shares of
Common Stock which the holder of a share of Series A Preferred
Stock would have been entitled to receive after the happening
of any of the events described above had such share been
converted immediately prior to the happening of such event or
the record date therefor, whichever is earlier. An adjustment
made pursuant to this clause (1) shall become effective (a) in
the case of any such dividend or distribution, immediately
after the close of business on the record date for the
determination of holders of shares of Common Stock entitled to
receive such dividend or distribution, or (b) in the case of
<PAGE> 54
any such subdivision, reclassification or combination, at the
close of business on the day upon which such corporate action
becomes effective.
(2) In case the Corporation shall at any time or from time
to time issue shares of Common Stock (or securities
convertible into shares of Common Stock) at a price per share
(or having a conversion price per share) less than $30.75
divided by the number of shares of Common Stock into which a
share of Series A Preferred Stock is then convertible (the
"Conversion Price") as of the date of issuance of such shares
or of such convertible securities, then, and in each such
case, the number of shares of Common Stock into which each
share of Series A Preferred Stock is convertible shall be
adjusted so that the holder of each share thereof shall be
entitled to receive, upon the conversion thereof, the number
of shares of Common Stock determined by multiplying (a) the
number of shares of Common Stock into which such share was
convertible on the day immediately prior to such date by (b)
a fraction, the numerator of which shall be the sum of (I) the
number of shares of Common Stock outstanding on such date and
(II) the number of additional shares of Common Stock issued
(or into which the convertible securities may convert), and
the denominator of which shall be the sum of (I) the number of
shares of Common Stock outstanding on such date and (II) the
number of shares of Common Stock which the aggregate
consideration receivable by the Corporation for the total
number of shares of Common Stock so issued (or into which the
convertible securities may convert) would purchase at such
Conversion Price on such date. An adjustment made pursuant to
this clause (2) shall be made on the next Business Day
following the date on which any such issuance is made and
shall be effective retroactively immediately after the close
of business on such date. For purposes of this clause (2),
the aggregate consideration receivable by the Corporation in
connection with the issuance of shares of Common Stock or of
securities convertible into shares of Common Stock shall be
deemed to be equal to the sum of the aggregate offering price
(before deduction of reasonable underwriting discounts or
commissions and expenses) of all such securities plus the
minimum aggregate amount, if any, payable upon conversion of
any such convertible securities into shares of Common Stock.
The issuance of any shares of Common Stock (whether treasury
shares or newly issued shares) pursuant to a dividend or
distribution on, or subdivision, combination or
reclassification of, the outstanding shares of Common Stock
requiring an adjustment in the conversion ratio pursuant to
clause (1) of this sub-paragraph (B) shall not be deemed to
constitute an issuance of Common Stock or convertible
securities by the Corporation to which this clause (2)
applies. The issuance of any of the following shall not be
deemed to constitute an issuance of Common Stock or
convertible securities of the Corporation to which this clause
(2) applies: shares of Common Stock pursuant to any Employee
<PAGE> 55
Stock Plan (as defined in the Series A Preferred Stock
Purchase Agreement) approved by the shareholders of the
Corporation; shares of Common Stock issued upon conversion,
exchange or exercise of securities convertible into Common
Stock that were issued pursuant to a dividend or other
distribution (of rights or otherwise) on the Common Stock in
which the Series A Preferred Stock shared on a pro rata basis,
according to the number of shares of Common Stock into which
one share of Series A Preferred Stock was then convertible;
and shares of Common Stock (or securities convertible into
shares of Common Stock) in connection with the pending
acquisition of Advanced Systems Applications, Inc.
(3) In case at any time the Corporation shall be a party
to any transaction (including, without limitation, a merger,
consolidation, sale of all or substantially all of the
Corporation's assets, liquidation or recapitalization of the
Common Stock and excluding any transaction to which clause (1)
or (2) of this sub-paragraph (B) applies) in which the
previously outstanding Common Stock shall be changed into or
exchanged for different securities of the Corporation or
common stock or other securities of another corporation or
interests in a noncorporate entity or other property
(including cash) or any combination of any of the foregoing
(each such transaction being herein called the "Transaction",
the date of consummation of the Transaction being herein
called the "Consummation Date", the Corporation (in the case
of a recapitalization of the Common Stock to which this clause
(3) applies or any other such transaction in which the
Corporation retains substantially all of its assets and
survives as a corporation) or such other corporation or entity
(in each other case) being herein called the "Acquiring
Company", and the common stock (or equivalent equity
interests) of the Acquiring Company being herein called the
"Acquirer's Common Stock"), then, as a condition of the
consummation of the Transaction, lawful and adequate
provisions shall be made so that each holder of shares Series
A Preferred Stock shall be entitled, at the election of the
Series A Preferred Stock as provided in the following
sentence, to the treatment accorded pursuant to sub-clause
(a)(I) or (a)(II) and, to the extent applicable, (a)(III).
The selection by the holders of shares of Series A Preferred
Stock of the treatment to be accorded such shares from among
the alternatives specified in the preceding sentence shall
require the affirmative vote of the holders of at least 66
2/3% of the outstanding shares of Series A Preferred Stock,
voting in person or by proxy, at a meeting of such
stockholders, which vote shall be taken on or before the later
of (I) the 30th day following the Consummation Date, and (II)
the 60th day following the day of delivery or mailing to such
holders of the last proxy statement relating to the vote on
the Transaction by the holders of the Common Stock, and which
vote shall bind all holders of shares of Series A Preferred
Stock and their transferees; if the holders of shares of
<PAGE> 56
Series A Preferred Stock are unable to or for any other reason
do not make a selection, then the Board of Directors of the
Corporation shall make such selection, in accordance with this
clause (3), from among the alternatives specified in this
clause (3). Notwithstanding the foregoing any holder of
Series A Preferred Stock shall in all events be entitled to
the treatment accorded pursuant to sub-clause (a)(III) in the
event the circumstances specified therein shall occur. Any
selection made by the holders of shares of Series A Preferred
Stock in accordance with the second preceding sentence shall
be communicated in writing to the Corporation as promptly as
practicable after the vote referred to above shall have been
taken.
(a) In case of any Transaction, each share of Series A
Preferred Stock shall continue to remain outstanding and
shall be subject to all provisions of these Articles of
Amendment, as in effect prior to such Transaction except
that:
(I) each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common
Stock issuable upon such conversion prior to the
Consummation Date, shares of the Acquirer's Common
Stock, unless the Acquiring Company fails to meet the
requirements set forth in (IV), (V) and (VI) below, in
which case shares of the common stock of the corporation
(herein called a "Parent") which directly or indirectly
controls the Acquiring Company if it meets the
requirements set forth in (IV), (V) and (VI) below, at
a conversion price per share equal to the Conversion
Price in effect immediately prior to the Consummation
Date multiplied by a fraction the numerator of which is
the market price per share (determined in the same
manner as provided in the definition of Current Market
Price) of the Acquirer's Common Stock or the Parent's
common stock, as the case may be, immediately prior to
the Consummation Date and the denominator of which is
the Current Market Price per share of Common Stock
immediately prior to the Consummation Date (subject in
each case to adjustments from and after the Consummation
Date as nearly equivalent as possible to the adjustments
provided for in this paragraph (xi));
(II) each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common
Stock issuable upon such conversion prior to the
Consummation Date, the amount of securities or other
property to which such holder would actually have been
entitled as a holder of shares of Common Stock upon the
consummation of the Transaction if such holder had
converted such shares of Series A Preferred Stock
immediately prior to such Transaction (subject to
adjustments from and after the Consummation Date as
<PAGE> 57
nearly equivalent as possible to the adjustments
provided for in this paragraph (xi)); provided that if
in connection with the Transaction a tender or exchange
offer shall have been made and there shall have been
acquired pursuant thereto more than 50% of the
outstanding shares of Common Stock, and if the holders
of shares of Series A Preferred Stock so designate in
the notice given to the Corporation which specifies
their selection of this alternative (a)(II), each holder
of such shares shall be entitled to receive upon
conversion thereof, the amount of securities or other
property to which such holder would actually have been
entitled as a holder of shares of Common Stock if such
holder had converted such shares of Series A Preferred
Stock prior to the expiration of such tender or exchange
offer and accepted such offer and had sold therein the
percentage of all the shares of Common Stock issuable
upon conversion of its shares of Series A Preferred
Stock equal to the percentage of shares of the then
outstanding Common Stock so purchased in the tender or
exchange offer, with the remaining portion of its shares
or Series A Preferred Stock thereafter being convertible
into the amount of securities or other property to which
such holder would actually have been entitled upon the
consummation of the Transaction as a holder of shares of
Common Stock if such holder had converted such shares of
Series A Preferred Stock immediately prior to such
Transaction (subject to adjustments from and after the
Consummation Date as nearly equivalent as possible to
the adjustments provided for in this paragraph (xi)); or
(III) if neither the Acquiring Company nor the
Parent meets the requirements set forth in (IV), (V) and
(VI) below, each share of Series A Preferred Stock shall
thereafter be convertible into, in lieu of the Common
Stock issuable upon such conversion prior to the
Consummation Date, an amount in cash equal to the Fair
Market Value in cash, as of the Consummation Date
(computed without interest), of the shares of capital
stock or other securities or property (other than cash)
to which the holder of shares of Series A Preferred
Stock would be entitled, pursuant to (II) above
(including the proviso thereof, if applicable) upon
conversion of each such share, as determined by an
independent investment banking firm (with an established
national reputation as a valuer of equity securities)
selected by the Corporation, plus the cash, if any, into
which each such share of Series A Preferred Stock would
be convertible pursuant to (II) above.
<PAGE> 58
The Corporation agrees to obtain, and deliver to each
holder of shares of Series A Preferred Stock a copy of the
determination of such an independent investment banking
firm within 15 days after the Consummation Date of any
Transaction to which (III) above is applicable.
The requirements referred to above in the case of the
Acquiring Company or its Parent are that immediately after
the Consummation Date:
(IV) it is a solvent corporation or other entity
organized under the laws of any State of the United
States of America having its common stock or, in the
case of an entity other than a corporation, equivalent
equity securities, listed on the New York Stock Exchange
or the American Stock Exchange or quoted by the NASDAQ
National Market System or any successor thereto or
comparable system, and such common stock or equivalent
equity security continues to meet the requirements for
such listing or quotation;
(V) it is required to file, and in each of its
three fiscal years immediately preceding the
Consummation Date (or since its inception) has filed,
reports with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended; and
(VI) in the case of the Parent, such Parent is
required to include the Acquiring Company in the
consolidated financial statements contained in the
Parent's Annual Report on Form 10-K as filed with the
Commission and is not itself included in the
consolidated financial statements of any other Person
(other than its consolidated subsidiaries).
Notwithstanding anything contained herein to the contrary,
the Corporation shall not effect any Transaction unless
prior to the consummation thereof each corporation or
entity (other than the Corporation) which may be required
to deliver any securities or other property upon the
conversion of shares of Series A Preferred Stock, or the
satisfaction of conversion rights as provided herein, shall
assume, by written instrument delivered to each holder of
shares of Series A Preferred Stock, the obligation to
deliver to such holder such securities or other property to
which, in accordance with the foregoing provisions, such
holder may be entitled, and such corporation or entity
shall have similarly delivered to each holder of shares of
Series A Preferred Stock an opinion of counsel for such
corporation or entity, which opinion shall state that the
right, powers and privileges of the outstanding shares of
Series A Preferred Stock, including, without limitation,
the conversion provisions applicable thereto, if any, shall
<PAGE> 59
thereafter continue in full force and effect and shall be
enforceable against such corporation or entity in
accordance with the term hereof and thereof.
All calculations under this paragraph (B) shall be made to the
nearest one one-hundredth of a share.
(C) If any adjustment in the number of shares of Common Stock
into which each share of Series A Preferred Stock may be converted
required pursuant to this paragraph (xi) would result in an
increase or decrease of less than one-half of one percent in the
number of shares of Common Stock into which each share of Series A
Preferred Stock is then convertible, the amount of any such
adjustment shall be carried forward and adjustment with respect
thereto shall be made at the earlier of (1) the time of and
together with any subsequent adjustment, which, together with such
amount and any other amount or amounts so carried forward, shall
aggregate at least one-half of one-percent of the number of shares
of Common Stock into which each share of Series A Preferred Stock
is then convertible or (2) three years after the date on which such
adjustment otherwise would have been made.
(D) The Board of Directors may increase the number of shares
of Common Stock into which each share of Series A Preferred Stock
may be converted, in addition to the adjustments required by this
paragraph (xi), as shall be determined by it (as evidenced by a
resolution of the Board of Directors) to be advisable in order to
avoid or diminish any income deemed to be received by any holder
for federal income tax purposes of shares of Common Stock or Series
A Preferred Stock resulting from any events or occurrences giving
rise to adjustments pursuant to this paragraph (xi) or from any
other similar event.
(E) The holder of any shares of Series A Preferred Stock may
exercise its right to convert such shares into shares of Common
Stock by surrendering for such purpose to the Corporation, at its
principal office or at such other office or agency maintained by
the Corporation for that purpose, a certificate or certificates
representing the shares of Series A Preferred Stock to be converted
accompanied by a written notice stating that such holder elects to
convert all or a specified whole number of such shares in
accordance with the provisions of this paragraph (xi) and
specifying the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be
issued. In case such notice shall specify a name or names other
than that of such holder, such notice shall be accompanied by
payment of all transfer taxes payable upon the issuance of shares
of Common Stock in such name or names. Other than such taxes, the
Corporation will pay any and all issue and other taxes (other than
taxes based on income) that may be payable in respect of any issue
or delivery of shares of Common Stock on conversion of Series A
Preferred Stock pursuant hereto. As promptly as practicable, and
in any event within five business days after the surrender of such
certificate or certificates and the receipt of such notice relating
<PAGE> 60
thereto and, if applicable, payment of all transfer taxes (or the
demonstration to the satisfaction of the Corporation that such
taxes have been paid), the Corporation shall deliver or cause to be
delivered (1) certificates representing the number of validly
issued, fully paid and nonassessable full shares of Common Stock to
which the holder of shares of Series A Preferred Stock so converted
shall be entitled and (2) if less than the full number of shares of
Series A Preferred Stock evidenced by the surrendered certificate
or certificates are being converted, a new certificate or
certificates, of like tenor, for the number of shares evidenced by
such surrendered certificate or certificates less the number of
shares converted. Such conversion shall be deemed to have been
made at the close of business on the date of giving of such notice
and of such surrender of the certificate or certificates
representing the shares of Series A Preferred Stock to be converted
so that the rights of the holder thereof as to the shares being
converted shall cease except for the right to receive shares of
Common Stock in accordance herewith, and the person entitled to
receive the shares of Common stock shall be treated for all
purposes as having become the record holder of such shares of
Common Stock at such time. The Corporation shall not be required
to convert, and no surrender of shares of Series A Preferred Stock
shall be effective for that purpose, while the transfer books of
the Corporation for the Common Stock are closed for any purpose
(but not for any period in excess of 15 days); but the surrender of
shares of Series A Preferred Stock for conversion during the period
while such books are so closed shall become effective for
conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such shares of Series A
Preferred Stock were surrendered, and at the conversion rate in
effect at the date of such surrender.
(F) Upon conversion of any shares of Series A Preferred
Stock, the holder thereof shall be entitled to receive any accrued
but unpaid dividends on such shares of Series A Preferred Stock.
(G) In connection with the conversion of any shares of Series
A Preferred Stock, no fractions of shares of Common Stock shall be
issued, but in lieu thereof the Corporation shall pay a cash
adjustment in respect of such fractional interest in any amount
equal to such fractional interest multiplied by the Current Market
Price per share of Common Stock on the day on which such shares of
Series A Preferred Stock are deemed to have been converted.
(H) The Corporation shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely
for the purpose of effecting the conversion of the Series A
Preferred Stock, such number of shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all
then outstanding shares of Series A Preferred Stock. The
Corporation shall from time to time, in accordance with the laws of
South Carolina, increase the authorized amount of Common Stock if
at any time the number of authorized shares of Common Stock
remaining unissued shall not be sufficient to permit the conversion
<PAGE> 61
at such time of all then outstanding shares of Series A Preferred
Stock.
(I) In the event that one of the events described in Section
12 of the Series A Preferred Stock Purchase Agreement shall have
occurred, and the Purchaser shall have received the certificate and
the opinion referred to in such Section 12, all shares of the
Series A Preferred Stock shall be deemed to have been converted
into, and shall (without any action of the holder thereof) becomes,
that number of shares of Common Stock into which the Series A
Preferred Stock was then convertible in accordance with the
provisions hereof and the shares of Series A Preferred Stock shall
be returned to the status of authorized but unissued shares.
(xii) Reports as to Adjustments. Whenever the number of shares of
Common Stock into which each share of Series A Preferred Stock is
convertible is adjusted as provided in paragraph (xi), the Corporation
shall promptly mail to the holders of record of the outstanding shares
of Series A Preferred Stock at their respective addresses as the same
shall appear in the Corporation's stock records a notice stating that
the number of shares of Common Stock into which the shares of Series A
Preferred Stock are convertible has been adjusted and setting forth the
new number of shares of Common Stock (or describing the new stock,
securities, cash or other property) into which each share of Series A
Preferred Stock is convertible as a result of such adjustment, a brief
statement of the facts requiring such adjustment and the computation
thereof, and when such adjustment became effective.
(xiii) Notice of Certain Events. In case:
(A) the Corporation shall declare a dividend, or make a
distribution on the outstanding shares of Common Stock in shares of
Common Stock or subdivide or reclassify the outstanding shares of
Common Stock into a greater number of shares or combine or
reclassify the outstanding shares of Common Stock into a smaller
number of shares of Common Stock;
(B) the Corporation shall issue shares of Common Stock (or
securities convertible into shares of Common Stock) at a price per
share (or having a conversion price per share) less than the
Conversion Price as of the date of issuance of such shares or of
such convertible securities;
(C) the Corporation shall declare, order, pay or make a
dividend or other distribution on its Common Stock, other than
shares of Common Stock; or
(D) the Corporation shall be a party to any Transaction;
then the Corporation shall promptly (but in any event at least 10 days
prior to the applicable record date, effective date or date of
issuance) mail to the holders of record of the outstanding shares of
Series A Preferred Stock at their respective addresses as the same
shall appear on the Corporation's stock records a notice stating the
<PAGE> 62
date on which a record is to be taken for the purpose of such dividend
or other distribution, the date or anticipated date on which such
subdivision, reclassification or combination is expected to become
effective, the date or anticipated date on which such issuance is to
occur or the Consummation Date of such Transactions (and which notice
shall also state, if applicable, the date as of which it is expected
that holders of shares of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other
property).
(xiv) Certain Definitions. For the purposes of these Articles of
Amendment:
"Affiliate" shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control"
(including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).
A Person shall be deemed the "beneficial owner" of, and shall be
deemed to "beneficially own", any securities (a) which such Person or
any of its Affiliates is deemed to "beneficially own" within the
meaning of Rule 13d.3 under the Securities Exchange Act of 1934, and
the rules and regulations thereunder or (b) which such Person or any of
its Affiliates has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding or upon the exercise of any
right of conversion or exchange, warrant, option or otherwise.
"Business Day" shall mean any day other than a Saturday, Sunday, or
a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.
"Current Market Price" per share of Common Stock on any date shall
be deemed to be the average of the daily closing prices per share of
Common Stock for the 20 consecutive Trading Days immediately prior to
such date; provided that such 20 consecutive Trading Days shall in no
event include any Trading Day (A) before the first full Trading Day
after the first public announcement of the issuance of the dividend or
other distribution or (B) after the last full Trading Day prior to the
commencement of "ex-dividend" trading on the exchange or market
specified in the following sentence. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Common Stock is listed or
<PAGE> 63
admitted to trading or, if the Common Stock is not listed or admitted
to trading on any national securities exchange, the last quoted sale
price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any such date
the Common Stock is not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market
maker making a market in the Common Stock selected by the Board of
Directors. If the Common Stock is not publicly held or so listed or
publicly traded, "Current Market Price" shall mean the Fair Market
Value per share as determined in good faith by the Board of Directors
of the Corporation.
"Fair Market Value" shall mean the amount which a willing buyer
would pay a willing seller in an arm's-length transaction.
"Liquidation Price" measured per share of Series A Preferred Stock
a [sic] of any particular date shall mean the sum of (a) $30.75 plus
(b) an amount equal to all unpaid Regular Dividends, whether or not
declared, accrued on such share through the date as of which the
Liquidation Price is being paid.
"Outstanding Voting Power of the Corporation" shall mean the total
number of votes which may be cast in the election of directors of the
Corporation at any meeting of shareholders of the Corporation if all
Voting Securities then outstanding were present and voted at such
meeting, other than votes that may be cast only by one class or series
of stock (other than Common Stock) or upon the happening of a
contingency.
"Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of
such entity.
"Purchaser" shall mean International Business Machines Corporation,
a New York corporation.
"Series A Preferred Stock Purchase Agreement" shall mean the Stock
Purchase Agreement dated July 26, 1989, between the Purchaser and the
Corporation, as it may be amended from time to time.
"Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such
Person.
"Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to
trading is open for the transaction of business or, if the Common Stock
is not listed or admitted to trading on any national securities
exchange, any day other than a Saturday, Sunday, or a day on which
banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
<PAGE> 64
"Voting Securities" shall mean the shares of Common Stock and any
other securities of the Corporation entitled to vote generally in the
election of directors of the Corporation, and any other securities
(including rights and options) convertible into, exchangeable for or
exercisable for, any of the foregoing (whether or not presently
convertible, exchangeable or exercisable), including the Series A
Preferred Stock."
3. The amendment to the Articles of Incorporation of the
Corporation set forth in Article 2 of these Articles of Amendment was
authorized and adopted by the Board of Directors of the Corporation at
a meeting duly held on July 26, 1989. No shareholder action was
required for the adoption of these Articles of Amendment.
IN WITNESS WHEREOF, Policy Management Systems Corporation has
caused these Articles of Amendment to be duly executed by its President
and Chief Executive Officer and attested to by its Secretary and has
caused its corporate seal to be affixed hereto, as of this 23rd day of
August, 1989.
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
G. Larry Wilson
President and Chief
Executive Officer
(Corporate Seal)
ATTEST:
/s/ Robert L. Gresham
Robert L. Gresham
Secretary
<PAGE> 65
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
Secretary of State
Filed: Oct. 25, 1989
JSR 01/02 4973
09-015403/89-015403 16:01:00 004
10-27-89 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Policy Management Systems Corporation (the "Corporation"), hereby
certifies:
1. The name of the Corporation is Policy Management Systems
Corporation.
2. The Articles of Incorporation of the Corporation are hereby
amended to delete all of the provisions of Article 2 of those Articles
of Amendment filed by the Corporation with the South Carolina Secretary
of State on August 23, 1989; and that the 3,797,561 shares of Special
Stock designated to be Series A Convertible Special Stock in such
Articles of Amendment filed on August 23, 1989, are hereby returned to
the status of authorized but unissued and undesignated shares of the
class of Special Stock, $.01 par value per share, and the Corporation
shall have 5,000,000 shares of such class of Special Stock authorized
for which the Board of Directors shall have the right to determine and
fix the relative rights and preferences.
3. The amendment to the Articles of Incorporation set forth in
Article 2 of these Articles of Amendment was proposed and recommended
for approval to the shareholders by the Board of Directors of the
Corporation. On the record date for determining shareholders entitled
to vote at the special meeting of shareholders held on October 25,
1989, there were 15,397,023 shares of Common Stock outstanding and
3,797,561 shares of Series A Convertible Special Stock outstanding, of
which all shares of both classes were entitled to vote as a single
voting group and of which the 3,797,561 shares of Series A Convertible
Special Stock were entitled to vote as a separate voting group, and
11,378,811 shares of Common Stock and all shares of Series A
Convertible Special Stock were indisputably represented at the Special
Meeting. 10,301,080 shares of Common stock voted for the amendment,
1,043,867 shares of Common Stock voted against the amendment, and all
shares of Series A Convertible Special Stock voted for the amendment.
The number of votes cast for the amendment by each voting group was
sufficient for approval by each voting group.
<PAGE> 66
IN WITNESS WHEREOF, Policy Management Systems Corporation has
caused these Articles of Amendment to be duly executed by its President
and Chief Executive Officer and attested by its Secretary and has
caused its corporate seal to be affixed hereto as of this 25th day of
October, 1989.
POLICY MANAGEMENT SYSTEMS
CORPORATION
BY: /s/ G. Larry Wilson
G. Larry Wilson
President and Chief
Executive Officer
(Corporate Seal)
ATTEST:
/s/ Robert L. Gresham
Robert L. Gresham
Secretary
<PAGE> 67
ARTICLES OF MERGER
OF
ADVANCED SYSTEM APPLICATIONS, INC.
WITH AND INTO
POLICY MANAGEMENT SYSTEMS CORPORATION
D44681 /s/ John T. Campbell
Secretary of State
Filed: Dec. 28, 1990
MBC 01/02/4973
90-018291/90-018291 15 20:20 004
12-28-90 AMT: $110.00
SECT OF STATE OF SOUTH CAROLINA
Pursuant to the provisions of Section 33-11-104 of the South
Carolina Business Corporation Act of 1988, POLICY MANAGEMENT SYSTEMS
CORPORATION, a corporation organized and existing under the laws of the
State of South Carolina (the "Surviving Corporation"), and ADVANCED
SYSTEM APPLICATIONS, INC., a corporation organized and existing under
the laws of the State of Delaware ("ASA"), hereby execute the following
Articles of Merger.
1. The Plan of Merger, providing for the merger of ASA with and
into the Surviving Corporation (the "Merger") is set forth as Exhibit
A to these Articles of Merger.
2. The Surviving Corporation, Policy Management Systems
Corporation, shall be the surviving corporation resulting from the
Merger and shall continue to conduct its business under the name
"Policy Management Systems Corporation".
3. All of the outstanding shares of ASA were held by the
Surviving Corporation when the Plan of Merger was approved, and no
amendment of the Articles of Incorporation of the Surviving Corporation
was adopted; therefore, no action of the shareholders of either PMSC or
ASA was required for approval of such Plan of Merger.
4. The Merger shall be effective on the later of (i) 12:01 a.m.
Eastern Standard Time on January 1, 1991, (ii) the time these Articles
of Merger are filed with the Secretary of State of the State of South
Carolina or (iii) the time a certificate of ownership and merger is
filed with the Secretary of State of the State of Delaware.
<PAGE> 68
IN WITNESS WHEREOF, each of the undersigned corporation has caused
these Articles of Merger to be duly executed in its name this 16th day
of October, 1990.
The Surviving Corporation:
POLICY MANAGEMENT SYSTEMS
CORPORATION
Attest:
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
Robert L. Gresham G. Larry Wilson
Executive Vice President, Chairman of the Board and
Treasurer and Secretary President
ASA:
Attest: ADVANCED SYSTEM APPLICATIONS, INC.
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
Robert L. Gresham G. Larry Wilson
Treasurer and Secretary Chairman and President
<PAGE> 69
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (hereinafter referred to as the "Plan of Merger")
by and between POLICY MANAGEMENT SYSTEMS CORPORATION, a South
Carolina corporation (sometimes hereinafter referred to as "PMSC" or
the "Surviving Corporation"), and ADVANCED SYSTEM APPLICATIONS, INC.,
a Delaware corporation (sometimes hereinafter referred to as "ASA")
(PMSC and ASA are sometimes hereinafter collectively referred to as
the "Constituent Corporations").
W I T N E S S E T H:
WHEREAS, PMSC is the sole beneficial owner of all of the outstanding
capital stock of ASA; and
WHEREAS, THE [sic] Board of Directors of PMSC has determined that it
is in the best interest of PMSC and ASA for ASA to be merged with and
into PMSC on the terms set forth below;
The following constitutes the terms and conditions of the merger of
ASA with and into PMSC:
1. Merger.
1.1 Names of Constituent Corporations; Merger. The names of the
corporations proposing to merge hereunder are: (i) Policy
Management Systems Corporation, a South Carolina corporation,
and (ii) Advanced System Applications, Inc., a Delaware
corporation. On the Effective Date (as defined in Section 1.2
hereof), ASA shall be merged with and into PMSC and the
separate existence of ASA shall cease. The Constituent
Corporations shall become a single corporation which shall be
a South Carolina corporation and which shall continue in
existence as the Surviving Corporation under the name "Policy
Management Systems Corporation." Except as otherwise
specifically set forth herein, the identity, existence,
purposes, powers, franchises, rights and immunities of the
Surviving Corporation shall continue unaffected and unimpaired
by the merger.
1.2 Effective Date. This Plan of Merger shall become effective as
of the time the articles of merger referred to in Section 4
hereof have been filed with the Secretary of State of the
State of South Carolina as required by the laws of the State
of South Carolina.
<PAGE> 70
2. Terms and Conditions of the Merger.
2.1 Articles of Incorporation and Bylaws of Surviving Corporation.
On the Effective Date, the Articles of Incorporation of PMSC,
as heretofore amended, shall remain in effect unaltered as the
Articles of Incorporation of the Surviving Corporation. Such
Articles of Incorporation, as amended, separate and apart from
this Plan of Merger, shall be, and may be separately certified
as the Articles of Incorporation of PMSC after the Effective
Date. The Bylaws of PMSC, as in effect immediately prior to
the Effective Date, shall continue in full force and effect as
the Bylaws of the Surviving Corporation until altered or
amended as provided therein or in accordance with the laws of
the State of South Carolina. The duly qualified and acting
officers and directors of PMSC immediately prior to the
Effective Date shall continue to be the directors and officers
of the Surviving Corporation.
2.2 Property and Liabilities. On the Effective Date, the separate
existence of ASA shall cease, and ASA shall be merged with and
into PMSC. As the Surviving Corporation, PMSC shall, from and
after the Effective Date, possess all the rights, privileges,
immunities, powers and franchises of whatever nature and
description, and shall be subject to all the restrictions,
duties, obligations and liabilities of each of the parties
hereto; and all rights, privileges, immunities, powers and
franchises of each of the parties hereto; and all property
(real, personal and mixed) and all debts due to either of the
Constituent Corporations on whatever account, including
subscriptions to shares, and all other choses [sic] in action,
and all and every other interest, of or belonging to any of
them shall be vested in the Surviving Corporation; and all
property, rights, privileges, immunities, powers and
franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving
Corporation as they were the Constituent Corporations; and the
title to any real estate vested by deed or otherwise in any of
them shall not revert to or be in any way impaired by reason
of such merger. All rights of creditors and liens upon the
property of the Constituent Corporations shall be preserved
unimpaired, and all debts, liabilities, obligations and duties
of the Constituent Corporations shall henceforth attach to and
be the liabilities of the Surviving Corporation and may be
enforced against it to the same extent as if such debts,
liabilities and duties had been incurred or contracted by it.
Any claim existing or action or proceeding pending by or
against the Constituent Corporations may be prosecuted as if
the merger had not taken place, or the Surviving Corporation
may be substituted in any such action or proceeding. If at
any time the Surviving Corporation shall consider or be
advised that any further assignments, assurances in law, or
other acts or instruments are necessary or desirable to vest,
perfect, or confirm in the Surviving Corporation the title to
any property or rights of the Constituent Corporations, the
<PAGE> 71
Constituent Corporations and their proper officers and
directors shall and will do all such acts and things as may be
necessary or proper to vest, effect, or confirm title to such
property or rights in the Surviving Corporation and otherwise
to carry out the purposes of this Plan of Merger.
3. Manner and Basis of Conversion and Exchange of Shares.
3.1 Stock of PMSC. The merger shall effect no change in any of
the shares of PMSC stock, and none of its shares shall be
converted or otherwise affected as a result of the Merger.
3.2 Stock of ASA. All of the capital stock of ASA shall cease to
exist and shall be deemed cancelled, retired and eliminated
and be of no further force and effect.
4. Additional Matters.
PMSC and ASA shall cause articles of merger or certificates of
ownership and merger and such other documents as may be required
under the laws of the States of South Carolina and Delaware to be
executed, and the Surviving Corporation shall cause such articles
of merger, certificates of ownership and merger and other documents
to be filed as required by the laws of the States of South Carolina
and Delaware and shall cause all fees with respect thereto to be
paid and all notices with respect thereto to be properly given or
published.
IN WITNESS WHEREOF, each of the undersigned corporations has caused
these Articles of Merger to be duly executed in its name this 16th day
of October, 1990.
The Surviving Corporation:
POLICY MANAGEMENT SYSTEMS
CORPORATION
Attest:
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
Robert L. Gresham G. Larry Wilson
Executive Vice President, Chairman of the Board and
Treasurer and Secretary President
<PAGE> 72
ASA:
Attest: ADVANCED SYSTEM APPLICATIONS, INC.
/s/ Robert L. Gresham BY: /s/ G. Larry Wilson
Robert L. Gresham G. Larry Wilson
Treasurer and Secretary Chairman and President
<PAGE> 73
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
/s/ Jim Miles
Secretary of State
Filed May 30, 1991
Pursuant [sic] Section 3-10-106 of the 1976 South Carolina Code,
as amended, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:
1. The name of the corporation is Policy Management Systems
Corporation.
2. On May 14, 1991, the corporation adopted the following Amendment(s)
of its Articles of Incorporation:
(Type or attach the complete text of Each Amendment)
(See Attachment A)
3. The manner, if not set forth in the amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the Amendment shall be effected, is as follows: (if
not applicable, insert "not applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
<PAGE> 74
<TABLE>
<CAPTION>
Number of Number of Number of Votes Number of Undisputed*
Outstanding Votes Entitled Represented at Shares Voted
Voting Group Shares to be Cast the meeting For Against
<S> <C> <C> <C> <C> <C>
Common Stock 19,606,252 19,606,252 16,529,231 14,724,404 1,668,760
Special Stock -0- ------ ------ ------- ------
NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of undisputed shares cast
for the amendment by each voting group together with a statement
that the number of [sic] cast for the amendment by each voting
group was sufficient for approval by that voting group.
b. [ ] The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to
(Section) 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
5. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of acceptance for filing by
the Secretary of State (See (Section) 33-1-230(b)): N/A
DATE: May 14, 1991 Policy Management Systems Corporation
(Name of Corporation)
BY: /s/ Robert L. Gresham
(Signature)
Robert L. Gresham
(Type or Print Name and Office)
Executive Vice President
Secretary and Treasurer
<PAGE> 75
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate
original or a comformed copy, must be filed.
If the space in this form is insufficient, please attach additional
sheets containing a reference to the appropriate paragraph in this
form.
3. Filing fees and taxes payable to the Secretary of State at time of
filing application.
Filing Fee $ 10.00
Filing Tax 100.00
Total $110.00
<PAGE> 76
ATTACHMENT A
Article 4 is deleted in its entirety and replaced with:
4. The Corporation is authorized to issue shares of stock as follows:
Authorized No. Par
Class of Shares of each class Value
Common Stock 75,000,000 $.01
Special Stock 5,000,000 $.01
Special Stock is a class of $.01 par value special stock
for which the Board of Directors shall have the right to
determine the preferences, limitations and relative
rights, within the limits set forth in Section 33-6-101
of the Code of Laws of South Carolina 1976, and any
amended or successor provisions thereof.
Article 5 is deleted in its entirety and is replaced with:
5. Total authorized capital stock 80,000,000 shares at $.01 par value.
</TABLE>
